When

James Freis

agreed to supervise

Wirecard AG’s

authorized and compliance capabilities, he noticed it as a possibility to assist deliver managerial order to a fast-growing fintech startup. Instead, he discovered himself thrust right into a a lot totally different predicament.

Mr. Freis was as a consequence of be a part of the German funds firm’s administration board on July 1, however he was referred to as in early, on June 18, when Wirecard mentioned it couldn’t confirm $2 billion in property. With Wirecard’s auditors refusing to log out on the corporate’s financials, Mr. Freis was requested to evaluate the state of affairs.

He reached a conclusion that he says others ought to have made a lot earlier: The highflying fintech firm was ensnared in an enormous fraud. “So many people could have and should have stepped up and said something,” Mr. Freis mentioned in a latest interview with The Wall Street Journal—one of many few he has given since relinquishing his final remaining obligations with the corporate in December

Wirecard, as soon as a darling of the German tech sector, had been haunted for years by media reviews detailing allegations of accounting irregularities. Going into the job, Mr. Freis had been conscious of the reviews and of skepticism in regards to the firm by a small group of buyers. But it wasn’t till his first day, when he was given entry to inside paperwork, that he realized the issues dealing with the corporate have been bigger than its largest skeptics might need imagined.

When

James Freis



Photo:

Courtesy of James Freis

Reviewing Wirecard’s financials from a lodge room outdoors Munich, Mr. Freis found one thing wasn’t proper with the corporate’s claims that greater than $2 billion was held in belief accounts within the Philippines. “I rapidly came to the conclusion that there was fraud here, but that it involved internal fraud,” he mentioned. It didn’t take particular experience to succeed in that willpower, he added.

The subsequent day, Mr. Freis positioned an early-morning name to

Thomas Eichelmann,

the chairman of Wirecard’s supervisory board, to report his findings. During an emergency assembly later that day, the board ousted Wirecard’s longtime CEO,

Markus Braun,

and requested Mr. Freis to take over.

It was the start of a whirlwind sequence of occasions for Wirecard and Mr. Freis, an American who beforehand served as managing director of Germany’s Deutsche Börse Group and as head of the U.S. Treasury Department’s anti-money-laundering watchdog. Within days, the corporate—as soon as valued at virtually €24 billion, equal to about $29 billion, on Germany’s main inventory index—was submitting for insolvency.

Prosecutors in Munich are investigating whether or not a number of former Wirecard executives engaged in wrongdoing starting from accounting manipulation to cash laundering. Prosecutors have mentioned they believe that Mr. Braun, former Chief Operating Officer

Jan Marsalek

and others colluded to inflate the corporate’s outcomes by reserving faux earnings for years earlier than the collapse.

Former Wirecard head accountant Stephan von Erffa and

Oliver Bellenhaus,

the previous head of one in all Wirecard’s Dubai-based companies, even have come beneath investigation.

Messrs. Braun, von Erffa and Bellenhaus have been arrested in July and stay in custody. Mr. Marsalek stays at massive and is on Interpol’s most wished listing.

Burkhard Ley,

a former Wirecard finance chief, additionally was arrested in July. He was launched on bail in November after prosecutors concluded that a lot of the alleged misconduct occurred after he left the corporate’s administration board in 2017.

Lawyers for Messrs. Braun, Marsalek and Ley declined to remark. Lawyers for Messrs. von Erffa and Bellenhaus didn’t reply to requests for remark. Mr. Braun has beforehand denied wrongdoing.

Wirecard’s enterprise, which centered on extracting charges for processing credit-card and on-line funds on behalf of different companies, was largely unregulated when it started. Once it reached a sure dimension and offered monetary companies in a number of international locations, the corporate wanted a unique kind of administration and management construction, Mr. Freis mentioned. The firm outlined a collection of modifications to its administration construction in May 2020 when it introduced the appointment of Mr. Freis to a seat on its administration board.

Mr. Freis believed he could be given the help to assist enact actual change on the firm. His obligations included securing banking licenses for the group in international locations such because the U.S. “It was not meant to be, ‘We have some problems; bring in someone to clean up,’ ” he mentioned. “It was the entire strategic direction. It was, ‘We need people who can lead us in that direction.’ ”


‘Many others should have seen indications here that were, frankly, not plausible and not tolerable.’


— Former Wirecard CEO James Freis

Instead, Mr. Freis grew to become the chief who would lead the unwinding of Wirecard. The firm confronted a $1.3 billion revolving line of credit score that was coming due quickly after he grew to become CEO. Mr. Freis, working with the supervisory board, in the end determined that Wirecard ought to file for insolvency, which it did on June 25, every week after he had begun.

A German court-appointed administrator has since bought a string of the group’s companies, together with models within the U.S., U.Ok. and Brazil, because it makes an attempt to get better funds for lenders and bondholders, who’re owed about €3 billion, in keeping with the administrator’s report. Members of the supervisory board, together with Mr. Eichelmann, resigned in August.

At the start of the insolvency course of, Mr. Freis performed a job in serving to the floundering enterprise retain what worth and jobs it might in gentle of the circumstances. He additionally ran the corporate’s day-to-day operations and sought to reassure nervous staff, mentioned Andrea Farace, who was recruited final 12 months by Wirecard to move a banking companies group and was later tapped to assist unload its varied property and enterprise models. “Jim did an admirable job of trying to keep the house together,” Mr. Farace mentioned.

Mr. Freis’s function on the firm was curtailed in September after the insolvency administrator canceled the contracts of the corporate’s administration board members. A consultant for Wirecard’s insolvency administrator declined to remark.

Mr. Freis introduced a quarter-century’s value of regulatory and banking expertise to the job, however somebody with much less expertise ought to have been capable of see that the corporate’s financials have been overinflated, he mentioned. “Many others should have seen indications here that were, frankly, not plausible and not tolerable,” Mr. Freis mentioned.

That contains its inside management capabilities in addition to exterior auditors and authorized advisers, he mentioned.

Payment processing firm Wirecard was the darling of Germany’s fintech trade till auditors uncovered a $2 billion gap in its accounting. WSJ explains what we all know in regards to the lacking cash, as investigators are nonetheless making an attempt to know what occurred. Photo composite: George Downs

Former members of Wirecard’s now-disbanded supervisory board declined to remark, citing confidentiality obligations or ongoing investigations. Other prime executives who oversaw the corporate’s financials, inside controls and authorized affairs didn’t reply to requests for remark.

In the times that adopted his appointment as CEO, Mr. Freis delved deeper into Wirecard’s financials and concluded that there seemingly had been a spread of different fraud perpetrated inside the firm, involving misappropriation of property to the tune of about $1 billion.

Munich prosecutors have mentioned they’re investigating potential instances of embezzlement by Wirecard, together with situations associated to the corporate’s prior acquisitions.

Auditors at EY GmbH, a German arm of Ernst & Young, are being investigated by prosecutors in Munich as a part of the Wirecard probe. The agency had been the group’s auditor since 2008. Sunny Tucker, an EY Germany spokesman, mentioned the agency was cooperating with investigations into Wirecard, and that EY Germany wasn’t conscious of any unlawful conduct on behalf of the agency.

Jaimie Godden, a spokeswoman for advisory agency Baker Tilly International Ltd., mentioned its workplace in Germany suggested Wirecard on varied acquisitions however that its companies didn’t embrace audit or valuation actions. Ms. Godden declined to remark additional.

In Germany, the place the scandal is typically likened to the 2001 collapse of U.S. vitality agency Enron Corp., officers have explored authorized and regulatory overhauls that might stop an identical debacle.

More From Risk & Compliance Journal

Lawmakers have criticized the German monetary watchdog, BaFin, and the nation’s accounting oversight physique, Apas, for failing to behave earlier on crimson flags, together with Wirecard’s use of exterior offshore belief accounts purported to carry massive parts of the group’s property. Dominika Kula, a BaFin spokeswoman, declined to remark. Apas mentioned its investigation into Wirecard’s auditors is ongoing.

Key to the alleged fraud was the twin function Wirecard performed as a industrial companies agency that managed a financial institution, Mr. Freis mentioned. “The bank would make loans in the strategic interest of the parent company,” he mentioned. “That’s something that a third-party bank at arm’s length might have treated differently.”

Mr. Freis additionally questioned whether or not Wirecard’s management capabilities had been sufficiently impartial of its many subsidiaries. A evaluate of its organizational chart exhibits that many people held positions with conflicting fiduciary duties, he added.

German and European Union legal guidelines enable industrial entities to personal banks with out the guardian being topic to prolonged oversight by regulators resembling BaFin and the European Central Bank. German automotive producers particularly have taken benefit of the principles, with firms resembling

Volkswagen AG

and

Daimler AG

proudly owning banking subsidiaries that present financing to sellers and shoppers.

Following the Wirecard scandal, German lawmakers have thought-about altering the definition of a monetary holding firm to present regulators larger oversight over firms that personal banks. Such a reform might require modifications on the EU stage, mentioned Sven H. Schneider, a lawyer on the German legislation agency Hengeler Mueller.

German lawmakers are also contemplating modifications to the nation’s two-tiered corporate-governance system, which might give nonexecutive supervisory boards extra management over administration.

“The proposed changes will be helpful,” mentioned Mr. Schneider. “The million-dollar question is whether any or all of them would prevent a highly organized rogue senior management from committing a similar fraud.”

Write to Dylan Tokar at dylan.tokar@wsj.com and Paul J. Davies at paul.davies@wsj.com

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