Stock Option Backdating

The following is a paper I coauthored in December 2006 for a Seminar in Management Control Systems while completing my Masters of Science in Accounting & Taxation at the University of Hartford. Given the recent resurgence of news relating to options backdating, I thought I’d reprint the paper for those who might be interested.

Executive Summary
Stock option backdating is a complex issue. While there are legal ways to backdate stock options, as we found, few companies can properly account for backdated options. As a result, we found that many companies lose top talent, are scrutinized by regulatory bodies, and are subject to fines and penalties. The negative effects on shareholder value are significant cause for concern. Ultimately, the potential gain executives’ reap is far outweighed by the likelihood of detection. Nonetheless, stock option backdating is a prevalent practice. The statistics can be staggering: $5.9 billion in fines, more than 120 companies under investigation. In the coming pages, the history, legal issues, and effects on shareholder value will be explored.

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Recession Doesn’t Lead To More Fraud, Just Redistributes It Among Industries

According to a study by international consultancy Kroll, while overall occurrences of fraud affecting businesses have not increased since the global recession began, the industries impacted have changed. Eighty-five percent of companies surveyed reported financial losses due to fraud, averaging a loss of $8.8 million. The losses, however, have shifted between industries disparately impacted by the recession, as the following table shows.

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As Venture Capital Funding Slows, Three Investors Provide Tips for Securing Financing

According to the latest PricewaterhouseCoopers/National Venture Capital Association MoneyTree report, venture capital (VC) investments in the first half of 2009 are 55% lower than the same period in 2008, falling from $15.2 billion to $6.8 billion. To be sure, $6.8 billion is still a substantial sum of money, but the decrease in funding from venture capital firms means increased competition for every dollar in an financial environment that is already unfriendly to new investments. As banks have reduced or eliminated companies’ credit lines and are unwilling to provide other forms of financing, entrepreneurs are now forced to look for more-creative ways to fund their operations. Venture capital funding, where investors provide financing to begin operations, support ongoing growth, and foster development of new ideas, is an increasingly appealing option for small businesses impacted by the recession. Whereas entrepreneurs may have previously resisted relinquishing any amount of control over their companies (see below) in exchange for operating capital, some organizations now find that they have no other choice if they are to survive.

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Wal-Mart’s International Ambitions Reveal Retailer’s Flexibility

As Matthew Boyle writes for Business Week in “Wal-Mart’s Painful Lessons,” the company’s international expansion has faced immense challenges at nearly every stage, and the numerous difficulties the retailer has encountered reveal how a massive organization can retain its flexibility. While Wal-Mart’s US growth has not been without its difficulties (recall opposition in Vermont, or more recently, Orange County, VA), its domestic challenges provide valuable experience as it expands into countries such as Japan, Russia, India, and Chile. Mr. Boyle’s article is extensive and well-worth reading, but below are some highlights:
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Accounting Rule Change Ultimately Changes Nothing

When the Financial Accounting Standards Board (FASB) voted at its September 24 meeting to adopt a rule change recommended by its Emerging Issues Task Force (EITF), very little changed. Nonetheless, the adoption of EITF 08-1 has won praise from many technology and service companies. The change involves recognizing the revenue, or sales price, of items that involve multiple parts or whose sales contract covers multiple years. Examples include a piece of hardware whose accompanying software license spans multiple years or a two-year contract to provide consulting services. Typically, because a portion of the sales price relates to more than one year (accounting or reporting period), the sale must be recognized proportionally over the life of the agreement, rather than recording the full sales price in the year the agreement is signed.

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Post Office’s Justification of Monopoly is Outdated

A recent editorial in The Wall Street Journal takes aim at the U.S. Postal Service’s monopoly over first-class and bulk mail. After 200 years as a monopoly, I think the writer is on to something. Then there’s that two-year, $14 billion loss. Indeed, I believe it’s time for change to come to the post office.

For the full editorial, see “US Postal Service Needs to Cut Back and Make Changes,” The Wall Street Journal, August 22, 2009.