Stock options backdating articles
So instead of awarding the incentive compensation on one day, the options should be spread out over a period of a year with the exercise price set at the average stock price for the year."This would completely remove the incentives to engage in any timing games.A decade after the stock option backdating scandal broke and then seemed to die down after some civil and criminal prosecutions, the practice appears to have resurrected itself.Michigan Ross Professor Nejat Seyhun was among the first to detect the practice that allowed corporate executives to manipulate their compensation by picking stock option grant dates that gave them the biggest windfalls.Schipani said that "when executives time the release of information to increase their personal wealth, they are misleading shareholders." "We were surprised at how small the amounts were that they were going after.The average was 0,000, which is a small amount relative to their total compensation," Seyhun said. They looked at it as money that was just sitting there to be taken." The practices were much more prevalent at small-cap and high-technology firms, he said.
Besides backdating, the practices include spring-loading, or releasing positive news about the company just prior to the option grant date, and bullet-dodging, releasing negative news just after the option grant date.
Likewise, the class of purchasers harmed by a stock price drop will comprise the same members in both actions.
Questions of causation will be common to both actions as well, since the alleged misrepresentations must be causally related to what made the stock price drop.
To understand Congress enacted the 1933 Act and the 1934 Act in response to the stock market crash of 1929 and the resulting Great Depression.
The key provisions of the 1933 Act are Section 11, which establishes that any purchaser of a security may bring a private action for damages against the issuer if the registration statement is false or misleading, and Section 12(a)(2), which similarly establishes a private right of action against any person who offers or sells a security through a prospectus or oral communication that is false or misleading. The key provision of the 1934 Act is Section 10(b), which, along with Securities and Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, broadly prohibits deception, misrepresentation, and fraud “in connection with the purchase or sale of any security” based on any public corporate statement. Unlike with Section 11 or 12(a)(2) cases under the 1933 Act, the 1934 Act established that federal courts have exclusive jurisdiction over cases brought under Section 10(b). that Section 10(b) contains an implied right of action. But the Court repeatedly declined to expand the scope of the implied private right of action – which it described as “a judicial oak which has grown from little more than a legislative acorn” – largely due to policy concerns related to the danger that Rule 10b-5 will be used as a vehicle for particularly vexatious litigation. Throughout its securities jurisprudence, the Court has long balanced the goal of preventing corporate fraud with the need to protect against “open-ended litigation [that] would itself be an invitation to fraud.” Maintaining this balance is especially important because it is shareholders who “ultimately bear the burden” of meritless litigation. By the 1990s, private securities litigation had gotten out of control.
The manipulations of timing allow the executives to maximize their donation and tax deductions.