American Tower Finds Option Flaws

A special committee of the company's board blames "look-backs" in assigning stock option rights on ex-senior management.
Stephen TaubNovember 8, 2006

American Tower reported that former senior managers were responsible for a policy of reporting option grant dates that differed from the dates on which the grants were legally effective.

The operator of wireless and broadcast communications sites said a special committee probing its past options practices found that flawed practices occurred from June 1998, when the company went public, through 2005. The committee cited inadequate processes, procedures, and controls. “The company also had inadequate controls relating to, and failed to account properly for, certain modifications of outstanding stock option rights,” it added.

The special committee found that the company’s flawed option practices began with past management, “whose members frequently looked back to select option grant dates,” the company said in a press release. At the same time “with the likely exception of one past member of management,” the evidence doesn’t suggest that management at the time knew that, in looking back to choose a past grant date with a more favorable closing price, the company was failing to take needed accounting charges or was acting in a different way than its disclosures indicated, American Tower indicated.

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”However, certain members of past management who initiated and were involved with the option practices should have been aware of the accounting or legal issues or sought legal and accounting advice as to the practice,” the wireless and broadcast company added.

The company also asserted that current management’s efforts to improve and formalize procedures for option grants since early 2004 have had the effect of eliminating the practice of look-backs.

About two weeks ago, the company reported that it would restate its financials for 2005 and for the first quarter of 2006. In elaborating on the special committee’s findings on Wednesday, the $15 billion market cap company said management believed that the board’s compensation committee had delegated the authority to grant stock options to senior managers, “but that delegation was not adequately documented, and therefore the necessary legal approval of some grants did not occur until they were subsequently approved by the Compensation Committee.”

The special committee also found that option grants involving look- backs were “inconsistent” with the company’s disclosures that option grants were made at fair market value. The committee also found that the options weren’t accounted for properly and, to the extent they involved incentive stock options, violated the requirement under the company’s 1997 stock option Plan that they be at fair market value.

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