<![CDATA[Gawker: valleywag, backdating]]> http://tags.gawker.com/assets/base/img/thumbs140x140/gawker.com.png <![CDATA[Gawker: valleywag, backdating]]> http://gawker.com/tag/valleywag/backdating http://gawker.com/tag/valleywag/backdating <![CDATA[Did Apple's Ex-CFO Rat Out Steve Jobs?]]> Forbes has a cover story on how Steve Jobs got himself in hot water with the SEC over stock options. The magazine is part-owned by former Apple CFO Fred Anderson. Do the math.

Amid SEC charges that Apple management had shifted the dates of stock options to benefit executives, including Jobs, Anderson, and former general counsel Nancy Heinen, the company took an $84 million charge in 2006. Jobs and Apple settled a shareholder lawsuit for $14 million, but avoided trouble with the SEC. Anderson and Heinen paid $3.5 million and $2.2 million in fines respectively, without admitting guilt.

The episode caused a major rift between Anderson and Jobs. Anderson had left Apple in 2004, but stayed on the board until the scandal led to his resignation in 2006. In the meantime, Anderson had joined Elevation Partners, a private-equity firm in Silicon Valley. As the stock-options scandal grew, Anderson and Jobs pointed fingers at each other, at one point issuing dueling press releases shifting the blame. Anderson has long maintained that Jobs knew more about the options chicanery than he has let on.

Elevation, which also counts famed Valley investor Roger McNamee and U2 frontman Bono as partners, backed Palm, a rival to Apple in the smartphone business, and recruited a former top Apple executive, Jon Rubinstein, as Palm's executive chairman. No one in Silicon Valley honestly believes this is a coincidence.

Forbes is another Elevation investment. The May 11 story, written by Bill Barrett and teased on the cover, centers on the 118-page transcript of a three-hour interview Jobs gave SEC examiners trying a case against former Apple general counsel Nancy Heinen, which the magazine obtained at some difficulty through a Freedom of Information Act. In the interview with SEC examiners, Jobs complained that the board was not looking out for him and he had to ask for a generous stock-options package, but maintained that he was largely unaware of the backdating and ignorant of the accounting consequences. (Backdating is not illegal by itself, but requires notice to shareholders and a charge to earnings, neither of which Apple undertook at the time it backdated options.)

Excellent journalistic work on Barrett's part. But here's the question: How did Forbes know precisely which document to ask for? It always helps to have well-connected sources. And it's hard to imagine who would be better placed to know the details of the case than Anderson.

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<![CDATA[Lawyers nix champagne amid popped bubble]]> It may be time to put a cork in Silicon Valley's most famous law firm. Wilson Sonsini is no longer celebrating its new attorneys with champagne. That trimmed perk is just the beginning of its woes.

Above the Law notes that Wilson Sonsini Goodrich & Rosati has skipped the annual tradition of awarding associates who passed the bar exam a bottle of champagne. At $40 a bottle for 53 associates, $2,120 is hardly a big expense. But it is a powerful symbolic move: The bubbly times are gone for good.

Wilson Sonsini is no mere bill-by-the-hour outfit; the firm and its founders have been key players in establishing Silicon Valley's equity culture, where employees are motivated by stock options that pay off when a company goes public or gets sold. And who handled many of those IPOs and M&A deals? Wilson Sonsini, of course. Larry Sonsini, the firm's best-known founder, has been a consigliere to Apple CEO Steve Jobs and Google CEO Eric Schmidt, among others.

This decade has not been good for Wilson Sonsini. The firm has found itself dragged into every major scandal that drew national attention to the clubby world of the Valley, from HP's illegal pretexting of reporters' phone records to the backdating of stock options in many tech firms. Wilson Sonsini paid $9.5 million to one tech company to avoid involvement in litigation — but there are other backdating lawsuits out there. Observers of the legal profession are waiting to see if one ends up dragging the Valley's most arrogant lawyers into court.

Even if Wilson Sonsini escapes legal trouble, it can't dodge the recession. A cold IPO market has already hobbled its business; with public offerings completely frozen, and acquisitions happening for a fraction of the price they commanded even a few years ago, it's hard to see how the firm will make the kind of money it did in the '90s.

Wilson Sonsini helped build the Valley's sense of itself as a world apart — and its own firm as an even more rarefied sphere within that bubble. No wonder they and their clients ended up testing the law's gray areas in the pursuit of . That's why trimming this year's champagne budget isn't a mere cutting of perks: It's a sign that a gang of lawyers who saw themselves as above the rest have floated down to earth. The descent is only beginning.

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<![CDATA[Apple's former top lawyer settles options-backdating case for $2.2 million]]> Nancy Heinen, former general counsel for Apple, has reached a settlement with the Securities and Exchange Commission. She neither admits nor denies wrongdoing over charges that she forged board documents to backdate executive stock options — instead, she gets to avoid a trial. Heinen also agrees to pay $2.2 million and is barred from serving as an officer of a public company or practicing law before the SEC for five years. Who will sculpt a bust wreathed with laurels in the honor of a woman who so courageously fell on her sword for tyrant CEO Steve Jobs? [WSJ]

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<![CDATA[Steve Jobs accused of fraud in class-action suit]]> Last Friday, shareholder plaintiffs filed suit against San Jose District Court against Apple CEO Steve Jobs, former CFO Fred Anderson, ex-general counsel Nancy Heinen, and members of the company's board of directors looking to reclaim the $7 billion in lost stock value when the company restated its financials in the wake of a — let's say it — hopelessly boring stock-option scandal that takedown-hungry journalists cared about far more than their readers. Let's be real: If anyone really cared about Jobs's fudging of stock-options grant dates, would it have taken so long to drum up some outraged shareholders? This smells of bored lawyers. The old-news complaint:

The defendants knew that options were not granted on the dates that were disclosed to shareholders and falsified the company's records to create the appearance of illegality, and thus bear direct responsibility for their actions.

A previous suit was dismissed because the actions by Apple directors and executives in 2000 and 2001 were too old for courts to consider. We're not sure yet what's so different about this case, except that it's well-timed for bad publicity ahead of the iPhone 3G launch.(Photo by AP/Paul Sakuma)

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<![CDATA[Henry Nicholas pleads not guilty on fraud and drug charges]]> Nevermind the multiple witnesses to Broadcom co-founder Henry Nicholas' drug and prostitute habit. Nevermind the $2 billion restatement of earnings by Broadcom over backdated stock options. Dr. Henry T. Nicholas, still worth $2 billion himself while staying at a $60,000 plus substance abuse treatment clinic in Malibu under bond has plead not guilty to the charges listed in various federal indictments. A jury trial will commence on July 29th, with Nicholas joining co-founder Henry Samueli, former CFO William Ruehle and general counsel David Dull as defendants possibly taking the stand to describe their logical actions as sober and conscientious executives just doing their fiduciary duty to shareholders. I hate to try people outside the judicial system, but seriously, does anyone see any consequence beyond the lightest "club fed" sentence for these guys if found guilty?

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<![CDATA[Broadcom gives "backdating" a whole new meaning]]> After the SEC accused Henry Nicholas and Henry Samueli, founders of chipmaker Broadcom, of illegally backdating stock options for five years, Samueli stepped down as board chairman and CTO. Nicholas had stepped down from his post as CEO in 2003 amidst allegations of having a drug habit and flying friends and prostitutes from around the country to an underground party lair he'd built in his home.

Samueli, pictured above in his role as owner of NHL's Anaheim Ducks, denied any wrongdoing in a statement. Nicholas could not be reached as he is reportedly now at the posh Betty Ford clinic undergoing rehabilitation for substance abuse. The suit also names former CFO William Ruehle and current general counsel David Dull, seeking a return to shareholders of "ill-gotten gains" and to bar all four principals from serving in any public company. (Photo by AP/Lawrence Jackson)

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<![CDATA[Former Monster president charged with winkling $13.5 million from shareholders]]> JamesTreacy.jpgFederal prosecutors allege former Monster.com president and COO James Treacy bolstered the value of his company stock options through illegal backdating, which is when executives retroactively fix the books so it looks like they were granted company shares at a lower value than where they actually traed, increasing their take when they sell. Treacy received a total of $23 million exercising his company stock options but about $13.5 million came from "the in-the-money portion of backdated option grants," prosecutors allege. The Securities and Exchange Commission filed seperate charges against Treacy. "Mr. Treacy is completely innocent of these charges and looks forward to being vindicated at trial," his lawyer told the WSJ. And really, how can you not trust a mug like his?

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<![CDATA[Google discloses ex-Pixar CFO's legal trouble — but Disney doesn't]]> The stock-options backdating scandal, which bored Silicon Valley the day the SEC first announced its investigations, continues. The latest to disclose a brush with the law: Google. Google has not been accused of misleading investors by moving up the grant date of stock options, making them more profitable for the executives who received them. But Google board member Ann Mather, the former CFO of animation studio Pixar, has, and the SEC is now initiating legal proceedings against her.

Here's what's odd: Pixar is now owned by Disney, which cleared everyone "currently associated" with the company of wrongdoing. That includes Steve Jobs, Pixar's former CEO, now a Disney board member, but leaves Mather out in the cold. So far out that Disney itself hasn't disclosed her legal jeopardy to its own shareholders — the people whose Mather's Pixar backdating most affected.

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<![CDATA[One more dead: KLA's founder-chairman is the latest backdating casualty]]> Kenneth_Levy.jpgThe founder and chairman of semiconductor equipment maker KLA-Tencor retired today over a stock option backdating scandal. Kenneth Levy (pictured) had been with the company for over 20 years. KLA will re-price backdated options that he and other KLA executives hold. The Wall Street Journal notes that a May article in that paper sparked the options probe.

That adds KLA to the list of companies kicking out officers over backdating, including Apple, CNet, and the latest company, chip maker Altera, whose CFO retired Monday. There are a few non-tech companies, but so far this is mostly a Silicon Valley problem.

The Journal lists (in a free article) companies that NASDAQ could de-list, including Apple (agreed to be only a minor threat due to its prestige and ability to recover).

KLA Chairman Steps Down [TheStreet.com]
List of company officials ensnared in stock options furor [AP]
Big Names on the 'D' List [WSJ, free]

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<![CDATA[Out of options: Dozens of companies could lose their CEOs — but not Apple]]>
  • First, a refresher: Backdating stock options really means giving an investor stock options below the current stock price, thus making them immediately worth money (as the recipient could buy stock at the low price and immediately sell it for a profit). Companies do this by pretending the stocks were given earlier when the stock was at the lower price. It's illegal if documents are forged, the company doesn't tell shareholders, or the company doesn't properly reduce reported earnings in its financial statements or taxes. [University of Iowa]
  • "Steve Jobs is a typical backdater," crows the DealBreaker financial blog, reprinting Wall Street Journal commentary saying Jobs knew Apple improperly accounted for these options, despite his claims of ignorance. [DealBreaker]
  • As DealBreaker notes, the losers in this situation are the shareholders whose stock was devalued. But if they press charges, Apple stock will worsen — they're damned both ways. Jobs is also safe because the company knows it needs him, and a Valleywag reader notes that since Apple kicked the former CFO off the board, at least one scapegoat has been sacrificed.
  • Dozens of other CEOs may not be so lucky. Only 16 companies have fired executives over backdating, says BusinessWeek; at least 135 are under government investigation or internal review. [BusinessWeek]
  • Another BusinessWeek piece lists terms for stock options tricks: repricing, rejiggering, speed-vesting, backdating, spring-loading, "and more." Anyone have more ideas, real or fake? I'd like to add sweet-sweet-loving, bum-rushing, and fizzerscrumptilicting. [BusinessWeek]]]> http://gawker.com/index.php?op=postcommentfeed&postId=207606&view=rss&microfeed=true <![CDATA[Even the dead cheat at stock options]]> Dead Man Walking - Valleywag
    Cablevision Systems Corp., the fifth-largest U.S. cable-television provider, awarded stock options to a dead executive in 1999, then backdated them to give the illusion they were granted when he was alive.

    That's how Bloomberg gets people reading about the rash of stock option backdating scandals rocking the business world. The feds are investigating Cablevision, which released the "vested corpse" story in an earnings restatement. The Wall Street Journal says Vice Chairman Marc Lustgarten was the reanimated beneficiary. The paper also comments:

    John Coffee, a professor of law at Columbia University, noted that options are intended to create an incentive for executives to boost their company's stock price. "Trying to incentivize a corpse suggests they were not complying with the spirit of shareholder-approved stock-option plans," he said.

    Cablevision Gave Backdated Options to Dead Executive [Bloomberg]
    Cablevision Gave Backdated Grant To Dead Official [Wall Street Journal]

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    <![CDATA[Israel, yeah, that's a safe place to run right now]]> Oh, the move the New York Times is alluding to is a stock options backdating scandal, whereby ex-Comverse head Jacob Alexander allegedly manipulated his stock options illegally in America, netting himself tens of millions of dollars.

    While Alexander hasn't been convicted of this yet, he's flown to Israel, cut communications with his lawyer, and wired himself $57 million, which doesn't exactly scream "innocent." So yes, it's fair to call the backdating move, "maybe a bad one."

    At Comverse, Many Smart Business Moves and Maybe a Bad One [NYT]

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