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Backdating Stock Options

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Submitted By Rooster579
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Why is backdating stock options done? What must companies do to make the action legitimate?

Trying to find ways to increase the value of one’s personal bank account, inventive ways of accounting have become common place in business. Companies that trade stock on the open market have been known to issue stock options to the employees. It has been found that some companies wait until the price of the stock reaches the lowest point before issuing the stock options to employees to help to achieve the maximum gain from the price increase of the stock. While attempting to predict the lowest point of the price of stock the window is missed and the stock value begins to increase. Some executives have taken it upon themselves to backdate the stocks when they are being granted to senior executives. This is not an illegal action if the proper protocol is followed. Many companies failed to follow the protocol and chose to instead cover up the backdating. Proper protocol demands the action be disclosed in full to the shareholders as well as disclosing the action correctly on taxes and have it reflected in the earnings. When backdating stock options the results can cause lower than expected earnings if reported properly. This in turn can cause a company to miss the expected earnings levels and have an effect on the overall stock price and the earnings of the executives’ stock options. Prior to 2002 the practice of backdating was done several times by KLA-Tencor and not properly reported. After having the passage of Sarbanes-Oxley Act in 2002 the ability to cover the actions was more difficult and eventually the action was uncovered. After looking into the accounting practices of KLA-Tencor and discovering the fraudulent accounting reports the Securities and Exchange Commission (SEC) began investigating. It was found the company as well as the Chief Executive Officer (CEO) repeatedly practiced the backdating of stock options without following legal protocol. Several times when the backdating was occurring, the CEO was warned of the action and advised against it. Even after knowing of the illegal accounting practice the events were covered up and dismissed by internal personnel. It was discovered after involving several federal agencies investigating KLA-Tencor the practice of backdating was practiced even after the passage of Sarbanes-Oxley Act. Without admitting to the practice, KLA-Tencor consented to a permanent injunction against violations of the reporting, books and records, and internal controls provisions of federal securities laws. The SEC decided not to charge the company with fraud based upon the actions of the company which included the removal of certain senior executives and board members as well as correcting the prices of the incorrectly issued stock options. With the passage of Sarbanes-Oxley Act accounting is becoming more and more creative. Past illegal actions are not easily looked over and statements require executive signoff before publishing. The passage of Sarbanes-Oxley has deterred many from unethical practices but there will still be the few who try to create the next new way of beating the system.

http://www.cfo.com/article.cfm/9560545

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