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One of the things that RampUp does for its startup clients is help implement our unique approach to awarding stock options. The original methodology was conceived by RampUp’s angel Al Negrin for his own startups and we’re currently in the process of turning the consulting service into a software program called Option Sanity™.

Among all the neat things that Option Sanity™ does is track award dates and provide an audit trail that discourages backdating.

It also provides the intelligence necessary to avoid the level of idiocy present in TeleTech Holdings’ restatement of 12 years’ worth of financials dating back to 1996.

Yup, 12 years of misdated stock options, but no misconduct!

“If we eliminate misconduct, we find ourselves in the land of cluelessness, sloppiness and ineptitude… There were other goofy mistakes, like recording option grants for folks who were no longer on the payroll…And the firm’s options accounting treated some consultants like employees.

As in many of these options messes, the compensation committee’s use of “unanimous written consents” instead of real meetings (and befuddlement over who had authority to make grants) led to massive confusion about the dates on which options were officially granted. The investigators had to reconstruct the circumstances behind every grant to figure out the “appropriate” date (and hence the real exercise price) for each one. The company admits that some dates “could not be determined with certainty.”

All of which goes to prove Hanlon’s Razor: Never attribute to malice that which can be adequately explained by stupidity.

What do you think?

Image credit: dbking

Does one really have to be an accountant, lawyer, minister or whatever expert in order to recognize when something is likely illegal or, at the least, unethical?

“That’s not my area of expertise” is the excuse du jour on most of the financial games being played—especially option backdating.

I find it very amusing when I hear high-powered corporate CEOs explaining that they don’t have the financial or legal savvy to understand that backdating is a no-no.

In one high profile case dating back to 2006 involves Dr. William McGuire, former CEO of UnitedHealth Group, who “…relied on others to assess the legality and appropriateness of backdated stock options granted to top executives and new hires. As such, all allegations against him in a shareholder’s lawsuit should be dropped.”

I love this part, “Dr. McGuire has no formal training or degrees in finance, accounting or law,” the brief states. “His only professional training is as a medical doctor with a specialty in pulmonology.”

Maybe no formal training, but please! There’s no way he was hired to run one of the largest health-care companies in the country without good business knowledge and skills.

No formal training, but didn’t he read or listen to the news? The backdating went on for 12 years and there certainly were news stories of other companies that got in trouble doing it during that time. The cost? $1.56 billion downward restatement of earnings.

But it’s the Cablevision case that really cracks me up.

“Cablevision had awarded 400,000 stock options to a deceased vice chairman, while making it appear as though the options had been granted prior to his 1999 death.”

Cablevision just settled, “…terms of the settlement agreement, certain present and former Cablevision directors and execs will pay Cablevision $24.4 million, while Cablevision’s liability insurer will kick in another $10 million. Cablevision has also agreed to adopt a number of corporate governance changes relating to stock-based compensation awards.”

Who said that greed ends with death?

(To learn why I chose this picture just click it and read.)

Heard any good corporate greed stories lately?