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by yetanothermonk 1932 days ago
Did the PwC auditors have skin in the game? Do they have to stand by their decision when questioned or is it just a stamp of approval?
3 comments

There's an old joke / adage in Italian, which goes something like this:

A lawyer and a client are discussing an agreement. The lawyer says: here we f* them; here we f* them; here they f* you. Here also. And the client is left asking: why when we f* them it's us, and when they f* us it's just me?

This is just to say that, most likely, PwC didn't pay anything, nor any of their lawyers or consultants go to jail.

PwC are a big company and probably are pretty good at avoiding liability for themselves. Once upon a time companies with a partnership structure (eg law firms, accounting firms, private investment banks) were legally partnerships. In a partnership, partners have unlimited joint and several liability, which means that every partner could be held liable to an unlimited amount for anything any partner (or the partnership) did. I think this encouraged partnerships to avoid being liable or doing illegal things. These days there is a legal structure called a limited liability partnership (in the U.K. this was designed specifically for the big accounting companies like PwC) and true partnerships are less common.

It’s not obviously a bad thing, unlimited liability is pretty rare these days (people have unlimited liability but usually act through limited liability companies. Lloyd’s underwriters (used to?) have unlimited liability. I can’t think of other examples. Maybe partnership structures were good for keeping people honest but I don’t really understand why a partnership is different from an LLC, and I feel like they don’t scale well to large organisations.

> which means that every partner could be held liable to an unlimited amount for anything any partner (or the partnership) did.

Technically I believe there's an exception for things that are very clearly the responsibility of a single partner (i.e. done without anyone else's knowledge or consent).

> It’s not obviously a bad thing

Disagree. We've seen a huge surge in accounting scandals since these accounting firms became limited-liability; the field has become dominated by these "too big to fail" companies who make massive profits while paying tiny penalties for their wrongdoing.

> Lloyd’s underwriters (used to?) have unlimited liability. I can’t think of other examples.

I believe there's a New York commercial law firm that's still structured as a traditional partnership.

> I feel like they don’t scale well to large organisations.

Maybe that's a feature rather than a bug.

The firm you’re thinking of is Wachtell, Lipton, Rosen & Katz, but I’d include them in the category of partnerships rather than other examples of unlimited liability.
I don't think they are supposed to give you advice on how to structure it (post the Enron scandal), they are there to say it's compliant or not.