Does anyone understand why having employee options set a lower price would be illegal? Or is there just more details that were left out because the specifics are not necessary for the story?
It was because the paperwork for the option grants were being written at the end of the month with a date based on the lowest price during the preceding month, a common practice at the time, but one that misrepresented when the options were actually granted, thereby enriching grantees at the expense of shareholders.
No. The date is correct (they were issued at the end of the month), but the price chosen is the best price for the grantee.
This is roughly theft from the other stockholders.
If you look at the link in akeck's comment its actually tax evasion. There is(was?) a tax break if stock options were granted at the same price as the day they were issued. So by lying about the date they were able to get the cheaper price, and also get the tax break.
It's no more theft than paying a salary, the company could set the price at anything they wanted. They could also just give away securities for free, as long as all laws are being met. In this case they were reporting the incorrect date, and owing less in taxes because of it.
> Companies involved in backdating use the benefit of hindsight to look back and choose a date when their share price was low, then falsely claim that the options were granted on that date.
So it sounds like they -- for example -- granted options on April 15th, looked back and saw that April 8th had a better price, and claimed that they were granted on April 8th.
I don't believe this would have been a problem if the equity plan disclosed to shareholders explicitly said "the option strike price will be the lowest closing price over the 30 days prior to the grant date", but they did not say that; they lied about when they were granted.
Because in the espp, the rules are predefined in advance without knowing the future.
It is like: you will have the lower price between the opening and the closing starting next week.
From that the rules are known in advance but not what will be the stock price.
From what I understand of this article case, you have a price based on past weeks, and so you already know the future, the current price 2 weeks later when they offer you the plan. And so you kind of already know if it is a good deal or not.
Does anyone understand why having employee options set a lower price would be illegal? Or is there just more details that were left out because the specifics are not necessary for the story?