Confronted with errors and criticized for unfairly implicating executives and companies in the stock-options scandal, officials at The Corporate Library are standing behind the firm’s recently issued report, “The Spread of Backdating: A Closer Look at the Boards and Directors Involved,” which purports to reveal that a web of board connections underlies the current wave of backdating misdeeds.
Some of the firms mentioned in the report, which found that companies entrenched in the backdating scandal are likely to share directors, say the governance-research firm’s claim is flawed by incorrectly implying that the board members listed served simultaneously.
The Corporate Library plans to clarify that not all of the people listed are directors of all the companies listed, the organization’s co-founder Nell Minow wrote in an E-mail sent to the public relations firm representing Novellus Systems, one of the companies mentioned prominently in the report.
Ninety-five percent of the people listed in the report are directors, estimates Paul Hodgson, The Corporate Library’s senior research associate, who worked on the report with two other researchers.
Several companies have expressed their intent to restate financial statements due to option timing issues, and opportunistic attorneys have already filed derivative and class action lawsuits.
Moreover, some of the people listed are not directors at all, but officers of their company.The stock plans of many public companies prohibit the granting of below-market options; other companies disclose in their SEC reports that stock options are granted at market and prepare their financial statements on that basis.The term “backdating” refers to a number of option granting practices in which the reported grant date is different from the date on which the option is actually awarded, resulting in an option that is already “in-the-money” at the time of the grant.The cascading litany of alleged charges is not likely to stop with the Brocade case.Indeed, with more than 80 companies being reviewed by the SEC for potential illegal backdating practices, and one academic study claiming that more than 2,000 companies have engaged in the practice, civil and criminal charges will probably mushroom in the next few months. The purpose of backdating is straightforward: it gives options holders an immediate paper gain, and a real gain once the option is exercised.