Human Capital & Careers

SEC Widens Options Probe: Report

''Spring-loading'' of options grants shortly before the announcement of good news is a growing concern at the commission.
Stephen TaubJune 20, 2006

The Securities and Exchange Commission has broadened its options-grant investigation to include not only backdating but also “spring-loading,” according to the Los Angeles Times.

Spring-loading, the Times elaborated, is the practice of issuing stock-option grants shortly before a company announces positive news, so the options will be “in the money” more quickly, if not immediately. The paper also pointed out according to a recent study by the Corporate Library, companies may be timing the public release of their news, as well as the option grants.

Last year, a Glass, Lewis study found that of 16,500 option grants made to executives in 2003 and 2004, 60 days after the grants were made, the underlying stock had climbed more than 25 percent for 2,670 grants, or more than 16 percent of the total.

The SEC “is equally concerned with misbehavior in using inside information to time the granting of options,” said Chairman Christopher Cox, according to the paper. “Going forward, we will be very interested in both kinds of spring-loading.” Backdating, he also noted, is easier to ascertain because of the nature of the evidence.

Cox reportedly stated that the SEC’s proposals calling for better disclosure of executive compensation might eventually require companies to explain exactly how they chose specific dates for granting stock options to top officers.

Backdating, he added, is already much more difficult due to recent regulatory changes including Sarbanes-Oxley. “A good deal of what you’re reading in the press about backdating relates to the ’90s, because in ’02 and ’04, doors were slammed shut,” Cox said, according to the Times.

Indeed, Indiana University finance professor Randall Heron told the paper that the practice nearly stopped after the SEC’s two-day reporting rule took effect on August 29, 2002. A study by Heron and Iowa professor Erik Lie suggested that of nearly 8,000 public companies they examined, from 1996 to 2002 as many as 800 might have backdated stock options for their top executives.

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