Gov't seeks more information from Apple on options mess

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Comments

  • Reply 21 of 35
    ouraganouragan Posts: 437member
    Quote:

    The request followed the company's own review of the matter, which turned up more than 6,400 option grants with inaccurate dates between the years of 1997 and 2002. [...]



    Apple has admitted that over the years Jobs was aware or recommended the selection of some favorable grant dates, but said he did not receive or financially benefit from any of those grants or appreciate the accounting implications.





    If the SEC believed for a moment that Steve Jobs casually selected favorable grant dates more than 6,400 times, but failed to appreciate that he was cheating both the company and its stockholders in a 'get rich' scheme, the SEC would have closed its investigation for a long time.



    I guess that the SEC is not that dumb after all, nor about to believe that a cunning Steve Jobs is so dumb as to be unable to appreciate what he is doing.



    And yes, Steve Jobs got caught.
  • Reply 22 of 35
    Quote:
    Originally Posted by ouragan View Post


    A CEO that dumb doesn't deserve his position, nor his fat stock options plan.



    Quote:
    Originally Posted by melgross View Post


    And, I suppose you could do better?



    While ouragan's comment is somewhat in the extreme, I think that Jobs as the CEO and intended beneficiary of the options grant must take responsibility. It pains me that Jobs has adopted a "no comment; either talk to my lawyer or I'll let Al Gore do the talking" stance on this.



    Steve Jobs has founded at least three major publicly traded companies (Apple, Pixar, NeXT -- well, I forget whether NeXT was public or not); he is the largest shareholder of yet another large publicly traded company; he sits on boards of publicly traded companies; and, there is an accomplished board and a bunch of professional managers both of whom should have been providing oversight. (My reading of the situation, from proxy filings, is that there could be some shaky board-related issues here, not quite rising to the level of self-dealing, but a tad smelly in today's hyper-sensitive governance environment).



    All told, he is not a naif.



    I still believe that: (1) Jobs will need to get in front of this at some point -- he should have done so already; (2) He will need to do a mea culpa -- it is inevitable, so the sooner the better; (3) He needs a good PR person as much as (if not more than) he needs a lawyer; (4) This will be like a continuous low-grade fever that will regularly flare up for the next few months; (5) It will add to AAPL's stock price volatility; (6) For all his brilliance and his achievements, any evaluation of Jobs and his legacy will always have the phrase "options backdating" attached (e.g., similar to Clinton and Lewinski); (7) Sanity will prevail, and he will donate the value of his backdated grants to charity.
  • Reply 23 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by ouragan View Post


    If the SEC believed for a moment that Steve Jobs casually selected favorable grant dates more than 6,400 times, but failed to appreciate that he was cheating both the company and its stockholders in a 'get rich' scheme, the SEC would have closed its investigation for a long time.



    I guess that the SEC is not that dumb after all, nor about to believe that a cunning Steve Jobs is so dumb as to be unable to appreciate what he is doing.



    And yes, Steve Jobs got caught.



    If anyone is so dumb to think that Jiobs has the time, or the interest to to personally pick 6,400 grants, then I suppost to that person, he must seem guilty of all that.



    Most likely, he picked grants for a dozen or so high executives.
  • Reply 24 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by anantksundaram View Post


    While ouragan's comment is somewhat in the extreme, I think that Jobs as the CEO and intended beneficiary of the options grant must take responsibility. It pains me that Jobs has adopted a "no comment; either talk to my lawyer or I'll let Al Gore do the talking" stance on this.



    Steve Jobs has founded at least three major publicly traded companies (Apple, Pixar, NeXT -- well, I forget whether NeXT was public or not); he is the largest shareholder of yet another large publicly traded company; he sits on boards of publicly traded companies; and, there is an accomplished board and a bunch of professional managers both of whom should have been providing oversight. (My reading of the situation, from proxy filings, is that there could be some shaky board-related issues here, not quite rising to the level of self-dealing, but a tad smelly in today's hyper-sensitive governance environment).



    All told, he is not a naif.



    I still believe that: (1) Jobs will need to get in front of this at some point -- he should have done so already; (2) He will need to do a mea culpa -- it is inevitable, so the sooner the better; (3) He needs a good PR person as much as (if not more than) he needs a lawyer; (4) This will be like a continuous low-grade fever that will regularly flare up for the next few months; (5) It will add to AAPL's stock price volatility; (6) For all his brilliance and his achievements, any evaluation of Jobs and his legacy will always have the phrase "options backdating" attached (e.g., similar to Clinton and Lewinski); (7) Sanity will prevail, and he will donate the value of his backdated grants to charity.



    But, it all depends on what he did, or did not do.



    From my seat, I can't see that.



    The SEC has seen many documents already. this late request could be for a clarification of what they have already seen. The fact that it is informal means that they are not too concerned, at this time, that there may be documentation that is relevant, and incriminating.



    That may change. But the fact that they have not seen a requirement for subphoenas, shows that they believe that Apple is cooperating to their satisfaction.



    These investigations take a long time. There are thousands of documents to go over, and many questions to ask.



    If anything substansive had been found so far, it would have already moved to a higher level.
  • Reply 25 of 35
    Quote:
    Originally Posted by melgross View Post


    But, it all depends on what he did, or did not do.



    From my seat, I can't see that.



    The SEC has seen many documents already. this late request could be for a clarification of what they have already seen. The fact that it is informal means that they are not too concerned, at this time, that there may be documentation that is relevant, and incriminating.



    That may change. But the fact that they have not seen a requirement for subphoenas, shows that they believe that Apple is cooperating to their satisfaction.



    These investigations take a long time. There are thousands of documents to go over, and many questions to ask.



    If anything substansive had been found so far, it would have already moved to a higher level.



    We'll have to see, won't we. One of us will be right, and it could well be you -- in fact, I hope it's you. (Who was it who said, something to the effect of "forecasting is difficult, especially if it's about the future"?)
  • Reply 26 of 35
    It has been said many time on the news wire that some types of backdating is legal therefore gray area exists.



    If anyone is to blame here it would be the SEC for not making clear what is and is not legal. If so many companies have this problem then it obviously is not clear enough as no one in their right mind would want to go through this bullshit.



    OK... now it's clear and legal firms will HAVE to be aware and notify their clients properly.



    This whole thing should disappear like a bad dream in a month or two for Apple. In the mean time we should gobble up AAPL like there is no tomorrow while the girlie investors run scarred.



  • Reply 27 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by anantksundaram View Post


    We'll have to see, won't we. One of us will be right, and it could well be you -- in fact, I hope it's you. (Who was it who said, something to the effect of "forecasting is difficult, especially if it's about the future"?)



    I'm hoping I'm right as well, of course.



    I might not be.



    But, this is a complex process. I also feel that the SEC might be treading carefully on this one.



    My friend is in charge of the NYC audits department. According to him, and I quite agree, they are careful when the situation is not clear.



    I also believe that they are moving carefully, because, as has been pointed out in many articles in the business press, Jobs is so much more tied to Apple's fortune, than any of the others in his position in other companies have been, that indicting him for anything less than clear, conclusive, evidence of wrongdoing that has damaged the company's abilities to compete, and overall legal standing, would be unlikely. (run-on sentence!)



    They may yet find something that will unravel that, but, Apple might have to pay more, rather than Jobs going.
  • Reply 28 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by Timeline View Post


    It has been said many time on the news wire that some types of backdating is legal therefore gray area exists.



    If anyone is to blame here it would be the SEC for not making clear what is and is not legal. If so many companies have this problem then it obviously is not clear enough as no one in their right mind would want to go through this bullshit.



    OK... now it's clear and legal firms will HAVE to be aware and notify their clients properly.



    This whole thing should disappear like a bad dream in a month or two for Apple. In the mean time we should gobble up AAPL like there is no tomorrow while the girlie investors run scarred.







    It's not just the SEC. It's Congress, responsible for making the laws, and the President, for signing them. The leadership of the SEC, as is true in all other government agencies, are political positions. They follow the leader.
  • Reply 29 of 35
    hirohiro Posts: 2,663member
    Quote:
    Originally Posted by ouragan View Post


    If the SEC believed for a moment that Steve Jobs casually selected favorable grant dates more than 6,400 times, but failed to appreciate that he was cheating both the company and its stockholders in a 'get rich' scheme, the SEC would have closed its investigation for a long time.



    I guess that the SEC is not that dumb after all, nor about to believe that a cunning Steve Jobs is so dumb as to be unable to appreciate what he is doing.



    And yes, Steve Jobs got caught.



    Can we pull our collective heads out of our asses and come to grips that there is no law against backdating?



    The backdating related problems have to do with how they are reported to shareholders and how the taxes are reported. The tax issue is the CFO's bailiwick -- Anderson has already been fired. The only remaining issues seem to be if the reporting was within accepted accounting practices. Hardly CEO daily responsibility stuff.
  • Reply 30 of 35
    Quote:
    Originally Posted by Hiro View Post


    Can we pull our collective heads out of our asses and come to grips that there is no law against backdating?



    The backdating related problems have to do with how they are reported to shareholders and how the taxes are reported. The tax issue is the CFO's bailiwick -- Anderson has already been fired. The only remaining issues seem to be if the reporting was within accepted accounting practices. Hardly CEO daily responsibility stuff.



    Speak for your own body parts!



    The issue is not one of legality of backdating (some people perhaps use it as a short-form to refer to the possible illegality surrounding, as you suggest, disclosure and taxes). Notwithstanding the legal issues, there is the issue of ethicality and whether it is in the interests of shareholders: Actions such as backdating sever the link between performance and share-based pay, thereby obliterating the rationale for the use of options in the first place!



    Apart from the screw-up on dates, there is another possible lie: The apparent claim in the filings that the board met to decide this, when no meeting actually took place. Since Jobs is a member of the six-person board, and it is difficult to claim he could not have known about this assertion that a meeting took place. (Granted, he probably recused himself from the meetings that talked about this, but the fact that Apple had got rid of its compensation committee in the previous year also raises eyebrows).



    PS: All of this info is from their 2001 and 2002 proxy filings.
  • Reply 31 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by anantksundaram View Post


    Speak for your own body parts!



    The issue is not one of legality of backdating (some people perhaps use it as a short-form to refer to the possible illegality surrounding, as you suggest, disclosure and taxes). Notwithstanding the legal issues, there is the issue of ethicality and whether it is in the interests of shareholders: Actions such as backdating sever the link between performance and share-based pay, thereby obliterating the rationale for the use of options in the first place!



    Apart from the screw-up on dates, there is another possible lie: The apparent claim in the filings that the board met to decide this, when no meeting actually took place. Since Jobs is a member of the six-person board, and it is difficult to claim he could not have known about this assertion that a meeting took place. (Granted, he probably recused himself from the meetings that talked about this, but the fact that Apple had got rid of its compensation committee in the previous year also raises eyebrows).



    PS: All of this info is from their 2001 and 2002 proxy filings.



    There is a mistaken idea that executive performance directly relates to stock price. This isn't true.



    Many executives within a company may be deserving of bonuses best granted with stock options. That doesn't mean their work can be directly accounted for in stock price accretion.



    Apple went through several years of transition where their stock was not moving upwards through little fault of their own. The 1999-2001 stock marker drop, and subsequent paralysis, had a good deal to do with it. It can be difficult to award options in an industry where options are expected, when the stocks of most of those companies are in a doldrum.



    You'll notice that the backdating problems ended as Apple's price began to rise again.
  • Reply 32 of 35
    hirohiro Posts: 2,663member
    Quote:
    Originally Posted by anantksundaram View Post


    Speak for your own body parts!



    The issue is not one of legality of backdating (some people perhaps use it as a short-form to refer to the possible illegality surrounding, as you suggest, disclosure and taxes). Notwithstanding the legal issues, there is the issue of ethicality and whether it is in the interests of shareholders: Actions such as backdating sever the link between performance and share-based pay, thereby obliterating the rationale for the use of options in the first place!



    Actually it is the legality that is the question. If something is legal it doesn't matter if the government likes it or not, they don't bother. Here there are all kinds of little niggling dot the i's and cross the t's questions that might or might not turn into a legal issue. But none of those equate to: put the CEO in jail!



    Quote:

    Apart from the screw-up on dates, there is another possible lie: The apparent claim in the filings that the board met to decide this, when no meeting actually took place. Since Jobs is a member of the six-person board, and it is difficult to claim he could not have known about this assertion that a meeting took place. (Granted, he probably recused himself from the meetings that talked about this, but the fact that Apple had got rid of its compensation committee in the previous year also raises eyebrows).



    PS: All of this info is from their 2001 and 2002 proxy filings.



    The approval date is a problem, there seems to be a second side to that story that generally garners little press though. That the updated grant was discussed and approved at a board meeting and that when the option was recorded someone got sloppy and put down the wrong date, one several weeks after the original board meeting. I don't know what the real case is because the full board meeting minutes are not released, but those could clear that up in a hurry. I kind of think the full minutes do reflect something along those lines though otherwise there would be a different tone to Apples responses, one of actual worry and false bravado that everything will be all right.
  • Reply 33 of 35
    Quote:
    Originally Posted by melgross View Post


    There is a mistaken idea that executive performance directly relates to stock price. This isn't true.



    I don't follow: Are you suggesting that the quality of executive teams (let alone individuals) does not matter for stock prices? (I'll await your clarification before responding further).



    Quote:
    Originally Posted by melgross View Post


    Many executives within a company may be deserving of bonuses best granted with stock options.



    Actually, it turns out that there is nary a shred of empirical evidence that stock options are an incentive-coompatible way to compensate managers in the first place (indeed, there is mounting evidence to the contrary). But that is an "elephant in the room" issue that is off-topic (and probably uninteresting) to this forum. (I'd be happy to give you references if you send an offlist message).
  • Reply 34 of 35
    Quote:
    Originally Posted by Hiro View Post


    But none of those equate to: put the CEO in jail!



    Oh, I don't think anybody is going to jail on this one, least of all, Steve Jobs.
  • Reply 35 of 35
    melgrossmelgross Posts: 33,335member
    Quote:
    Originally Posted by anantksundaram View Post


    I don't follow: Are you suggesting that the quality of executive teams (let alone individuals) does not matter for stock prices? (I'll await your clarification before responding further).



    My comments were clear. But, I'll explain further.



    6,400 grants were rarely for top managers. The vast majority were for those in middle management, and below, as is true for all major corporations. Their work, no matter how exemplary, doesn't show in the stock price.



    Quote:

    Actually, it turns out that there is nary a shred of empirical evidence that stock options are an incentive-coompatible way to compensate managers in the first place (indeed, there is mounting evidence to the contrary). But that is an "elephant in the room" issue that is off-topic (and probably uninteresting) to this forum. (I'd be happy to give you references if you send an offlist message).



    I'll grant that this is a complex problem. But, Silicon Valley companies, and other high tech companies have been using this for compensation since the early nineties. Right or wrong, they have substituted salery, and other compensation with stock options, with the ubderstanding that the stock increases would be worth more than any other "traditional" compensation.



    This began with start-ups, wich were cash short, but moved to larger companies as well. It was very successful during the rapid growth in stock prices during the mid-late '90's, when my investments soared.



    After the downturn, it soured, and companies used to working this way seem to have gotten caught. The new reporting requirements of S-O didn't help them any.



    The success of a procedure has nothing to do with its legality, or the legality of the way it is carried out. I'm aware of the questions that have been brought up about its effectiveness.



    I've been concerned for a long time about the damage to US competitiveness by managers who are concerned about the stock price for the next few quarters, who gain lusty compensation packages based upon it, and then leave to another company based upon that supposed performance record, only to have their formed company go belly up because of the long term damage caused by the short term performance decisions.



    We can look to any number of campanies to see that. Two that come to mind are Sunbeam, and even Kodak. Sunbeams problems were due soley to poor internal decisions by a manager who collected vast sums for a brief bit of glory before being forced out with a huge package.



    Koda'ks have been due to external factors, such as financial "authorities who advised them to divest themselves of slow growth divisions, advice that new management followed, and then received large packages for havinf carried it out. That made the company appear to be healthier, but came just in time to see their situation erode, as they no longer had the muscle to back up their needed move to digital, as Fuji and others have. Kodak is now in a much weaker situation than their rivals.
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