XXX Chats

Adult uk chat cam i pad

Sec rules backdating stock options

In terminating the probe, which was launched in June, the SEC said it had “no intention” of taking further action against the San Jose, Calif.-based company.

Securities and Exchange Commission on Thursday dropped its informal probe into stock options-granting practices at semiconductor firm Xilinx Inc., swayed by a recent presentation by outside counsel Skadden Arps, the company said.

A separate issue that is currently overshadowed by the focus on backdating involves options granted shortly prior to the announcement of positive news.

Several years ago, the SEC announced that it was investigating certain companies that had granted options to executives immediately prior to announcing positive newsthereby quickly rendering these options in the moneywithout making proper disclosure of the real value of the options.

The grant of an in the money stock option that is exercisable at any time following vesting may be treated as a non-compliant deferred compensation arrangement under this section of the IRC with these unfavorable tax consequences for the recipient.

Such a grant also could create withholding obligations for the company and possible liability for failure to withhold.

In addition, if the stock option was intended to be an incentive stock option, improper dating could disqualify the option from the favorable tax treatment ordinarily accorded that type of option. Under Section 16 of the Securities Exchange Act of 1934, executive officers are required to report the grants of stock options on forms they file with the SEC.

Inaccurate reporting of a stock option grant date could be alleged to be a violation of the securities laws. Many stock option plans require that stock options be granted with an exercise price no lower than fair market value or a specified percentage thereof (generally 85%) on the date of grant.

Since then, more than 20 companies have announced the formation of independent committees to investigate option granting practices or the existence of a government investigation into their option grants.

Recently, the Wall Street Journal and several investment banking and research firms analyzed a number of companies stock option grants, and found multiple instances in which grant dates corresponded to a companys lowest trading price.

In several cases to date, investigations by the SEC or the Department of Justice are reported to have led to resignations or firings of senior management. Companies facing suspicions about their option grant practices can expect shareholder lawsuits, most likely in the form of derivative claims and/or class actions under the federal securities laws. Because every company has a different history and set of corporate practices, no one series of actions is necessarily appropriate for all.

We recommend that you contact your outside legal counsel promptly to discuss the issues outlined here and to formulate a plan of action for your company.

Comments Sec rules backdating stock options