Backdating in

Posted by / 18-Jan-2017 12:03

Thus, an artificially low exercise price might alter the tax payments for both the company and the option recipient.Further, at-the-money options are considered performance-based compensation, and can therefore be deducted for tax purposes even if executives are paid in excess of

Thus, an artificially low exercise price might alter the tax payments for both the company and the option recipient.Further, at-the-money options are considered performance-based compensation, and can therefore be deducted for tax purposes even if executives are paid in excess of $1 million (see Section 162(m) of the Internal Revenue Code).In the context of mutual funds, a feature allowing fundholders to use an earlier date on a letter of intent to invest in a mutual fund in exchange for a reduced sales charge, e.g.Giving retroactive value to purchases from the earlier date.

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Thus, an artificially low exercise price might alter the tax payments for both the company and the option recipient.

million (see Section 162(m) of the Internal Revenue Code).In the context of mutual funds, a feature allowing fundholders to use an earlier date on a letter of intent to invest in a mutual fund in exchange for a reduced sales charge, e.g.Giving retroactive value to purchases from the earlier date.

However, under the new FAS 123R, the expense is based on the fair market value on the grant date, such that even at-the-money options have to be expensed.) Because backdating is typically not reflected properly in earnings, some companies that have recently admitted to backdating of options have restated earnings for past years. The exercise price affects the basis that is used for estimating both the company's compensation expense for tax purposes and any capital gain for the option recipient.

Backdating does not violate shareholder-approved option plans.

Most shareholder approved option plans prohibit in-the-money option grants (and thus, backdating to create in-the-money grants) by requiring that option exercise prices must be no less than the fair market value of the stock on the date when the grant decision is made. For example, because backdating is used to choose a grant date with a lower price than on the actual decision date, the options are effectively in-the-money on the decision date, and the reported earnings should be reduced for the fiscal year of the grant.

Because the option value is higher if the exercise price is lower, executives prefer to be granted options when the stock price is at its lowest.

Backdating allows executives to choose a past date when the market price was particularly low, thereby inflating the value of the options.

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(In fact, it can be argued that if these conditions hold, there is little reason to backdating options, because the firm can simply grant in-the-money options instead.)David Yermack of NYU was the first researcher to document some peculiar stock price patterns around ESO grants.

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