SEC looking into auditors in options backdating investigation

June 8th, 2006 · 2 Comments

The SEC has announced it’s going to be including companies’ external auditors in their inves­ti­gation into options timing abuses commonly known as backdating.

Author­ities were said to be looking at what auditors knew about company manip­u­lation of options’ grant dates and exercise prices to boost their value to execu­tives who got them. About 30 companies are known to be involved in the largest multi-agency probe into corporate wrong­doing in two years, with fraud and insider trading charges seen as possible outcomes.

The SEC typically expands its inves­ti­ga­tions beyond corporate execu­tives immedi­ately involved to look at auditors, directors, lawyers and others who may have known about the misconduct or been in a position to halt it.

Ah, corporate gover­nance. The hot topic gets hotter. Corporate gover­nance to Chartered Accoun­tants is basically an issue of organi­za­tional effec­tiveness. Audit committees doing their job. Boards doing their job. Every­thing running smoothly from a company’s health point of view. But when securities regulators are involved, it’s all about making sure they didn’t let the execu­tives get away with something that isn’t in the investors’ best interests.

Backdating involves retroac­tively dating the grant and exercise price of an options issue to precede a rally in the under­lying shares, maximizing option profits for execu­tives. The practice can pose disclosure, tax and accounting problems.

Spring-loading involves looking forward to set the grant date and exercise prices ahead of the release of positive news expected to raise share values, also boosting option profits.

Origi­nally I’d thought the issue with backdating was reducing their value at the grant date, thereby reducing the expense the company reports on their income statement. But I guess I was wrong. It is appar­ently even more insidious than boosting the company’s profits! This is about putting more cold, hard cash in execu­tives’ pockets.

(Via the AAO Weblog.)

Category: Auditing
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2 responses so far ↓

  • 1 Krupo // Jun 10, 2006 at 1:26 am

    Well, for case writing purposes, don’t forget the impor­tance of corporate gover­nance and its relation to controls. Ah, all those cases where some subsidiary is managed by larcenous types with no oversight. I’m sure there’ll be more of those to write in the coming weeks, eh?

    Oh wait, you just talked about a real life example of the same thing. And by real life, we just mean “with a little more nuance”.

    BTW, please note my new blog address

  • 2 nm // Jun 11, 2006 at 3:41 am

    Yes, how could I forget. Controls! I bet there will be lots of discussion about this in the coming weeks.

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