Editore"s Note
Tilting at Windmills

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October 13, 2006
By: Kevin Drum

I SEE DEAD PEOPLE....If you haven't been following the options backdating scandal, I won't bore you with the details right now. Basically and I know you'll be shocked to hear this it's a way for rich executives to make each other even richer by granting stock options that are dated in the past and therefore almost guaranteed to increase in value.

This is all bad enough, but backdating stock options to a dead guy? Is there anything too revolting for these guys to do in pursuit of another buck? And they wonder why us liberals think they need an occasional watchful eye?

Kevin Drum 3:04 PM Permalink | Trackbacks | Comments (82)
 
Comments

But Steve Jobs did backdating, and he's a hero to effete coastal liberals such as myself, so it can't be that bad, right?

Posted by: mithras the prophet on October 13, 2006 at 3:07 PM | PERMALINK

But dead guys have families to feed too.

Posted by: Ross Best on October 13, 2006 at 3:09 PM | PERMALINK

Trolly the liar, if there's something you want to discuss, you can start your very own blog for free: www.blogger.com.

give it a try!

Posted by: cleek on October 13, 2006 at 3:12 PM | PERMALINK

Thomas1: What exactly is that scandal about? I can't find anything that Reid has done wrong. Just sold some land for a profit, which he and another person owned jointly.

Posted by: smintheus on October 13, 2006 at 3:12 PM | PERMALINK

Thomas1,

I wouldn't hold my breath if I were you. But it does look bad for Reid. My guess is that he will step down as majority leader after the November elections.

Posted by: Yancey Ward on October 13, 2006 at 3:24 PM | PERMALINK

All Solomon's article did was, to his embarassment, document his total ignorance about how such completely legal transactions are conducted. It is a disease that comes from hanging around too much with money- and sex-obseesed GOPers.

Posted by: stumpy on October 13, 2006 at 3:24 PM | PERMALINK

How about something on Harry Reid's land deal scandal, Kevin?
Posted by: Thomas1 on October 13, 2006 at 3:08 PM | PERMALINK

YES!!!

Let's talk about skanky land-deals.

First let's talk about Hastert's scam.
Then, we can talk about President Bush's scam for the Texas Rangers' stadium.
And, as long as we're on the subject of Hastert, let's also talk about how he took money from a group connected to Turkish Terrorists, and how he meets with Russian Organized Crime figures.

Posted by: Osama_Been_Forgotten on October 13, 2006 at 3:29 PM | PERMALINK

Thomas1: You didn't answer my question. Of course I've read the Solomon hit piece. Aside from the very slight matter of confusion in the manner in which Reid reported the sale, there appears to me to be absolutely nothing there. So what am I missing?

Of course I've read Solomon's hit piece. It shows he's grasping for straws. "Harry Reid collected a $1.1 million windfall on a Las Vegas land sale even though he hadn't personally owned the property for three years" What nonsense. Reid transfered the land to an LLC, which he and his partner fully owned and whose only holding was this land. Then they sold it three years later. As I understand it, the IRS treats such legal arrangements as if they don't exist, as if the land belonged directly to the two owners of the LLC.

It's a bit like denouncing me for saying I had a good pear crop this year, when in fact it was my pear trees that had a good crop. Solomon strikes me as an obsessive. Could the same be true of you?

Posted by: smintheus on October 13, 2006 at 3:34 PM | PERMALINK

smintheus,

We really won't know if anything at all was actually illegal until it is investigated by the Senate ethics committee and they examine all of the filings of the LLC. At the moment, it appears that Reid was not listed as a co-owner, and it is not clear to me yet what he received in return for the land transfer. It appears that he received the $400,000 he originally paid plus a verbal agreement to a portion of LLC. Something is fishy about this deal and it needs to be investigated.

Posted by: Yancey Ward on October 13, 2006 at 3:40 PM | PERMALINK
My guess is that he will step down as majority leader after the November elections.

I can't say I'd be all that sad to see Reid step down as majority leader...

Posted by: cmdicely on October 13, 2006 at 3:46 PM | PERMALINK

There is nothing fishy or unethical about Reid's land deal (that we know of yet). He should have reported the transfer to the LLC, which is a technical lapse even though he received no money for the transfer, but the LLC selling land for a profit in a booming real estate market is not unethical. Try again.

Posted by: Justin on October 13, 2006 at 3:48 PM | PERMALINK

We really won't know if anything at all was actually illegal until it is investigated by the Senate ethics committee and they examine all of the filings of the LLC.

Shorter Yancey Ward: I'd really like to change the subject from actual malfeasance that reflects bad on Republicans and self-styled libertarians like myself.

Thanks for continuing to demonstrate why you shouldn't be mistaken for an honest commentator, Yancey.

Posted by: Gregory on October 13, 2006 at 3:54 PM | PERMALINK

Man--the trolls are good here! Way to totally change the subject!

What I want to know is how anyone can defend options backdating. This is stealing from shareholders. I thought Republicans (like the trolls here) were on the side of shareholders. Are Republicans only on the side of shareholders when companies try to screw customers or employees? But against shareholders when CEOs and top execs try to screw shareholders?

Frankly, I think anyone with a mutual fund or index fund or any significant stock portfolio should be outraged by options backdating. That's your retirement money they're stealing.

Posted by: RWB on October 13, 2006 at 3:57 PM | PERMALINK

What exactly did Reid stand to gain, then? Are you suggesting that he wanted to conceal ownership of two building lots, bought for development in a booming area? That he didn't want voters to know he made a profit from land speculation? That he didn't want voters to know that he'd transfered ownership to an LLC (presumably for purposes of liability), before selling the lots?

What precisely is scandal? Alleged sloppiness in recording the legal mechanism of his ownership?

How does this hold a candle to, for example, the Hastert scandal where he pushed to get a highway built near his property with Congressional funding, then sold it handsomely? A highway, btw, that many residents most definitely do not want built through their farmland.

Posted by: smintheus on October 13, 2006 at 3:57 PM | PERMALINK

Is there anything too revolting for these guys to do in pursuit of another buck?

In a word...NO.

Posted by: Global Citizen on October 13, 2006 at 4:02 PM | PERMALINK

What I want to know is how anyone can defend options backdating.

They can't, obviously -- hence the rather labored attempts to change the subject.

Posted by: Gregory on October 13, 2006 at 4:05 PM | PERMALINK

Gregory,

Sorry, I didn't see the injunction against discussing other issues in the thread. Where are those exactly?

Posted by: Yancey Ward on October 13, 2006 at 4:11 PM | PERMALINK

Re: Steve Jobs

Uh, Steve doesn't work for Cablevision, does he? You've got an Apple bananas problem there, Mithras...

Posted by: parrot on October 13, 2006 at 4:12 PM | PERMALINK

cmdicely,

:~) I was wondering if anyone was going to catch that. I should have known it would be you.

Posted by: Yancey Ward on October 13, 2006 at 4:13 PM | PERMALINK

Smintheus,

Hey, I say investigate them both. In fact, I have called on Hastert to resign from the House over the Foley matter alone.

But, like Thomas1, I was wondering if Kevin would have the courage to discuss Reid's situation at all. So far the answer is no.

Posted by: Yancey Ward on October 13, 2006 at 4:18 PM | PERMALINK

But did the estate have to pay taxes on this - or did these clever schemers figure out how to avoid that as well?

Posted by: pgl on October 13, 2006 at 4:24 PM | PERMALINK

I didn't see the injunction against discussing other issues in the thread. Where are those exactly?

Not that Washington Monthly threads are a sterling example, but staying on tiopic should be a sufficiently well-established bit of Netiquette even for such a rugged individualist as yourself, Yancey.

At least you're honest enough to admit you're trying to change the subject.

And, of course, it's a complete coincidencem that you're trying to change the subject from actual malfeasance that reflects bad on Republicans and self-styled libertarians like yourself to an embarrassingly erroneous hit piece by a journalist with a record of erroneous attacks on Reid. Your embrace of Solomon's attack, even aside from trying to change the subject from a practice even you can't defend, does you no credit.

Thanks for continuing to demonstrate why you shouldn't be mistaken for an honest commentator, Yancey.

Posted by: Gregory on October 13, 2006 at 4:26 PM | PERMALINK

I was wondering if Kevin would have the courage to discuss Reid's situation at all.

Implying that Kevin lacks the "courage to discuss Reid's situation at all" implies that there's something to the matter, Yancey. That's an assertion not in evidence.

Here, Yancey, I'll discuss it, and then we can consider your pathetic and dishonest attempt to change the subject closed: There's nothing to it, aside from sloppy paperwork. Despite Solomon's repeated attempts -- and utter failure to acknowledge the existence of an LLC -- there's no there there. Further, your call for an investigation of such a flimsily sourced story is a rancid false equivalence on the order of your earlier clowning on the earlier Foley thread.

Now, we're all done.

Thanks, though, for continuing to demonstrate why you shouldn't be mistaken for an honest commentator, Yancey.

Posted by: Gregory on October 13, 2006 at 4:30 PM | PERMALINK

Gregory,

I was not trying to change the subject, but I found the Reid subject interesting enough to comment on. It is interesting that you are irritated by the discussion of Reid. Why is that?

However, you don't have to answer that question on this thread since you are such a stickler for netiquette, but I will eagerly await your reply on the first thread in which Kevin brings it up.

Posted by: Yancey Ward on October 13, 2006 at 4:32 PM | PERMALINK

Boy, were we pikers back in on old KC - We just turned dead people into votes - Had I only known that there was money to be made from back dating.

Posted by: Big Tom on October 13, 2006 at 4:38 PM | PERMALINK

Now, if we could only turn this thread back into the dangers of Universal Health Coverage......

Oh, never mind.

Posted by: stupid git on October 13, 2006 at 4:41 PM | PERMALINK

Ah Tom Pendergast - why he out-Tammanied Tammany Hall. I wonder how many political opponents are entombed in the Pendergast concrete of City Hall and the Jackson County Courthouse?

Posted by: Global Citizen on October 13, 2006 at 4:42 PM | PERMALINK

The article about Reid did say that he reported the land ownership in his financial disclosure forms every year he owned it. The only thing he seems to have done wrong is not update his forms to reflect that ownership was transferred to an LLC. Since he still owned the land, I don't see the big problem.

Posted by: Rambuncle on October 13, 2006 at 4:45 PM | PERMALINK

Jack hammering Brush Creek could be interesting.

Posted by: thethirdPaul on October 13, 2006 at 4:46 PM | PERMALINK

However, to make Gregory happy, I do have a comment on backdating issue Kevin brought up. Backdating options is wrong and it defrauds shareholders, so it can't be defended.

On the other hand, I think Kevin may be mischaracterizing this particular case. The way he describes it, it makes it sound as if the living managers were benefitting financially in some way by backdating the dead executive's options. However, it is the dead executive's family that will benefit, and I suspect that the motives for the backdating in this particular case may have had an element of altruism. Of course, the living executives could have just given some of their own money to dead man's family rather than giving away the shareholder's money.

Posted by: Yancey Ward on October 13, 2006 at 4:47 PM | PERMALINK

How about something on Harry Reid's land deal scandal, Kevin?

Also, should we discuss Reid's role in the death of Vince Foster?

There's something fishy there - and I'm not talking about Thomas1's breath!

Posted by: Determined to Strike on October 13, 2006 at 4:48 PM | PERMALINK

Why do you think they concreted the creek in the toniest zip-code in Jackson County?

Posted by: Global Citizen on October 13, 2006 at 4:48 PM | PERMALINK

By all means, give the money to the family - Then, I will get it all, heh, heh, heh.

Posted by: Death Tax on October 13, 2006 at 4:51 PM | PERMALINK

I think that the whole concept of the recent uptick in executive compensation is related to the general risk concept.

Even though post WWII executives may have wielded every bit as much power as post-1990 executives, they did not see the need to compensate themselves at today's astronomical rates vis-a-vis the average worker in their company.

However, in reaction to perceived risk, you now see compensation packages desiged to insure that all an executive really needs is one job. If fired or if the company goes under, they have full, independent wealth.

Its kind of an understandable reaction when you let it sink in.

Not that its the best policy, but understandable.

Posted by: hank on October 13, 2006 at 4:52 PM | PERMALINK

How about something on Harry Reid's land deal scandal, Kevin?

But Charlie/Cheney/ThomASS/ThomASS1, I thought, as a "centrist democrat", you would appreciate another centrist democrat like Reid. And defend him in the fraudulent piece that Soloman wrote?

But you're not a "centrist dem", you're a republican hack, as everyone on this site knows. Did you read the piece? Were you aware that Reid did not sell his interest in the land, he merely created a LLC to house it? And that Soloman declined to mention that fact? And that Soloman flat out lied when he said Reid made $1.1 million on the sale?

But don't let facts get in the way of your rightard spin, you never have before.

Posted by: MeLoseBrain? on October 13, 2006 at 4:52 PM | PERMALINK

Well, options are supposed to be incentives to stay with a build the corp. Can't incentivize the dead.

Unless, of course, Cablevision execs are all zombies.

That would actually explain a lot.

Posted by: Dan on October 13, 2006 at 4:54 PM | PERMALINK

Speaking of "Death Tax" - why the hell haven't the Democrats cast the national debt as a "Birth Tax" on the children coming into the world now? They are born deep in debt. But since the old farts who are rackin' up the debt now will be long dead and a-moulderin' in their graves when todays children get stuck with the tab, nobody is uttering a peep about it.

Dickless wonders.

Posted by: Global Citizen on October 13, 2006 at 4:54 PM | PERMALINK

Yancey, if you had looked into the Reid transaction, you'd realize that there is literally nothing there. He's not going to resign over this, nor will anyone ask him to. This is a manufactured outrage that is devoid of any real substance.

- Reid bought the land with his partner, at market value.

- They transferred the land to an LLC, with he and his partner the sole holders of the LLC in the same proportion they had been owners of the land and with the land being the sole asset of the LLC. As noted above, as far as the IRS is concerned, the LLC did not exist and Reid and his partner still owned the land.

- They sold the land, again at market value, and as per their agreement, split the proceeds of the sale.

And the reason for any further investigation is, what, exactly? And the reason I should be outraged at this is, what, exactly?

And back on topic, backdating stock options is idiotic and, I hope, illegal.

Posted by: PaulB on October 13, 2006 at 4:58 PM | PERMALINK

"By all means, give the money to the family - Then, I will get it all, heh, heh, heh." --Death Tax

Oh, that's right. No one ever inherits money in this country.

Posted by: Ross Best on October 13, 2006 at 4:58 PM | PERMALINK

hank,

I mostly disagree. Most of the recent uptick is simply the result of the change in which management is compensated. Using options allows for outrageous gains in bull markets, and when the bear comes to town, it leads to illegalities like backdating. Shareholders need to find a way to exert more control over the management of the companies, but it seems to be getting more difficult all the time.

Posted by: Yancey Ward on October 13, 2006 at 5:00 PM | PERMALINK

Jon Tester is talking about the birth tax.

http://www.salon.com/news/feature/2006/09/26/burns_tester/print.html

Posted by: Ross Best on October 13, 2006 at 5:01 PM | PERMALINK

PaulB,

If there is nothing there, then the Senate Ethics Committee will investigate and find nothing there. Are you suggesting that they don't investigate it?

Posted by: Yancey Ward on October 13, 2006 at 5:03 PM | PERMALINK

Thanks for the link. I would fit right in with the Montana Democratic Party, I do believe.

Posted by: Global Citizen on October 13, 2006 at 5:03 PM | PERMALINK

Also, if I recall correctly, Reid did not get a "profit" of $1.1 million, he got $1.1 million, which is actually a profit of $700,000.

Solomon is also technically incorrect in describing the transfer of the land to the LLC as a "sale." No money changed hands and Reid's share of the land after the transfer was the same as before. Reid continued to disclose his ownership of the land until the land was sold in 2004.

Again, what is there to be outraged about? He still owned the land and that ownership was suitably disclosed. He bought at market value, he sold at market value. He, as far as is currently known, did nothing that would have elevated the value of the property. He simply took advantage of the rising costs of land in Las Vegas.

Posted by: PaulB on October 13, 2006 at 5:04 PM | PERMALINK

Yancey, I'm suggesting that there is literally nothing to investigate. If you have any information otherwise, by all means, let's hear it. This does not rise to the level where an investigation is warranted.

Posted by: PaulB on October 13, 2006 at 5:05 PM | PERMALINK

FASB and SEC MULL U.S. EXEC PAY ACCOUNTING CHANGE

America's accounting chiefs are close to deciding that salary and perks exceeding two million dollars annually can not rationally be deemed pay for work expended. Payouts of five million to hundreds of millions would quite boggle the minds of both Adam Smith and Karl Marz, said one insider, "off,off,off the record."
Going forward the recommendation will be that executive remuneration exceeding two mil annually will be construed as a disbursement of corporate capital in amounts agreed to by boards, directors, trustees and not so trust-ees as the case may be.
The new accounting will reflect that mega salaries in excess of the maximum will be considered as an allocation of corporate capital which will no longer qualify for treatment as a corporate expense.
A number of CEO's have formed a study committee particularly in response to the IRS position of "You can call it capital or you can call it swiss cheese, we're still taxing exec' pay at the highest personal rate possible."
There's a fundamental lack of fairness here, claim the corporate CEO's.

Posted by: cognitorex on October 13, 2006 at 5:07 PM | PERMALINK

Yeah, they will investigate - And the fair and balanced John Solomen's other articles about questionable, in JS's views, transactions between Jack Abramhoff and both Reid and Dorgan of North Dakota. JS has also tried to attack Reid before on tickets for boxing events.

Both Drudge, who is trying to restore his standing with 1st) the "prank" of Foleygate and now 2) Reid, and John Solomen are merely trying to change the current subjects before the populace.

Both are hacks.

And now back to the Libertarian views of the Death Tax and the plunging of this great land into eternal bankruptcy by Universal Health Care.

Or backdating options, which ever comes first.

Posted by: thethirdPaul on October 13, 2006 at 5:14 PM | PERMALINK

cognitorex >"..."You can call it capital or you can call it swiss cheese, we're still taxing exec' pay at the highest personal rate possible."..."

Nice quote

Gotta link ?

"The future will be a struggle between huge competing systems of psychopathology." - J. G. Ballard

Posted by: daCascadian on October 13, 2006 at 5:17 PM | PERMALINK

Yancy,

The issue is, and get those seatbelts out, is that its not clear exactly who is paying for these option grants.

In theory, certainly, a grant of any ownership interest in the company dilutes the value of the stock held by the other owners.

However, in practice, even if you can come up with an equation to factor in the effect a grant of options would have on existing shareholders, its hard to pin down any actual damage. For starters, these options are supposed to be granted at market (obviously backdating is illegal). Even at market what the hell is "market?" What if the "market" reacts to a large grant of options to the new CEO by pushing up the price of the stock? Haven't shareholder then benefitted?

In any event, its typically not the company that pays to cash in the options anyway, when they are converted to cash. Its the general public.

So, one huge factor in why these options got so large is that the company was not really paying for them, nor were the existing shareholders.

Its now clear that there is sort of any emerging consensus that there is a problem.

However, sometimes there is an emerging consensus that leads to a clear legal conclusion and sometimes there is an emerging consensus which doesn't really lead to any type of clear conclusion, legal or otherwise.

Something seems wrong about the fact that the CEO of a company can basically be given millions and millions of dollars, for no other reason than he or she has the control to do so. In theory, options were supposed to be incentive based.

Now, the amounts granted are so high, they are really not an "incentive," they are a form of insurance.

Posted by: hank on October 13, 2006 at 5:23 PM | PERMALINK

Oh, please, let us talk on and on about Reid.

Let us not discuss "I will be cleared of all allegations", sort of a political "They'll never take me alive" morphing into today's guilty plea by Bob Ney. The Publican leaders say that if he does not resign, he will be expelled by November 4.

After sentencing, he could become so cozy with Duke - Duke could teach him so much about reentry or entry procedures.

Posted by: stupid git on October 13, 2006 at 5:28 PM | PERMALINK

I do not pretend to be an expert on land deals - but even I can see the difference between a technicality in paperwork and a sweetheart deal that increased the speakers net worth by a factor of twenty that came about by earmarks.

Of course the Prairie Parkway was needed - those western subburbs are virtually cut off from Chicago. When my sister lived in Bartlett, it was a nightmare getting into the city...

Posted by: Global Citizen on October 13, 2006 at 5:34 PM | PERMALINK

hank,

Yes, it is very clear who is paying for the options. As you wrote right in the beginning, it is the dilution of the ownership that is the ultimate source of value. The market at any time values the property of the shareholders, but that value is directly related to the numbers of outstanding shares. In other words, a company can sell new shares at any time, collect the then market price and my ownership of the company is diluted, but the company is worth more because it has all of the cash from the sale of equity. Option grants to management gives some of this cash to the option holders. In the end, compensation costs actual money to the owners, whether you pay with options or a straight cash compensation.

Posted by: Yancey Ward on October 13, 2006 at 5:42 PM | PERMALINK

Global Citizen,

Oh, yes the city - Not Kay Barnes's predecessor.

Posted by: thethirdPaul on October 13, 2006 at 5:48 PM | PERMALINK

Of course the Prairie Parkway was needed - those western subburbs are virtually cut off from Chicago. When my sister lived in Bartlett, it was a nightmare getting into the city...
Posted by: Global Citizen on October 13, 2006 at 5:34 PM | PERMALINK

WTF?
You're being sarcastic, right?
As someone who grew up in the Western Suburbs, let's see, there's I-55, I-88, I-90, I-94, I-355 . . . What I miss about Chicago is the nice highway system they had. (compared to LA) - nice in area coverage;. . . but the fact that they're all always torn up for pothole repair or resurfacing, or the fact that, in order to take a nice, efficient freeway, you have to wait in line for a half-hour to pay your $1. Toll roads suck. No doubt about that.

Posted by: o on October 13, 2006 at 6:12 PM | PERMALINK

Hizzor the Mayor - you know what we say about the US Congress in the city that Big Tom built..."That's only national."

Posted by: Global Citizen on October 13, 2006 at 6:12 PM | PERMALINK

o - yes, I was in high snark.

Posted by: Global Citizen on October 13, 2006 at 6:13 PM | PERMALINK

I think dead people should be allowed to hold elective office. I mean, why not? They would surely get the country in a lot less trouble than live politicians.

Posted by: Red on October 13, 2006 at 6:13 PM | PERMALINK

Red - you might just be onto something. I think I will nominate you for "comment of the thread."

Posted by: Global Citizen on October 13, 2006 at 6:16 PM | PERMALINK

Hey Yancey and Hank:
I thought when executives exercised their options, the company essentially bought stock on the market to keep the number of outstanding shares more-or-less constant. Otherwise, every exercised option would be a stock seasoning. Obviously these have similar effects--in the former excample, the company loses market cap by spending money on a stock buyback (without actually reducing the number of outstanding shares), while in the latter case the value of each share is diluted, shifting value from existing stockholders to executives getting exercising their options.

I don't see anything wromng with this. There was a serious problem throughout the 90s (and before) where companies would not expense option grants, on the theory that they had no value until they were exercised (since these were not the kind of options that could be traded). But as Hank said, the options had such a high value (in the tech boom) that when they were exercised, shareholders would suddenly find themselves losing a LOT of money--and having no way to anticipate it since options were not required to be reported.

But now options must be expensed (I think they are valued using a Black-Scholes model) and CEO compensation has to be divulged. (See footnoted.org for a funny site that actually reads all those CEO compensation notes.) So as far as I'm concerned, the old options problem was solved by new government and FASB regulation. (Hooray for sensible regulation of industry in a capitalist economy!)

This backdating scandal is another issue--while the old options deal was shady, backdating is outright fraud that, in addition to stealing value from shareholders, contradicts the entire motivational purpose of granting options in the first place.

(Sorry about getting off the subject of Harry Reid, guys.)

Posted by: RWB on October 13, 2006 at 6:21 PM | PERMALINK

Why are the trolls fascinated here. Is it because Kevin tolerates them? They park here all day long, desperately refreshing to troll each and every story. Kevin could put up a cat blogging picture, and the trolls here would want to discuss Bill Clinton's penis. Weird trolls.

Posted by: trifecta on October 13, 2006 at 6:27 PM | PERMALINK

trifecta, that was hilarious.

Posted by: shortstop on October 13, 2006 at 7:19 PM | PERMALINK

Hows the vacation, Shortstop? Hope you are having a great time. You deserve it.:)

Posted by: Global Citizen on October 13, 2006 at 7:46 PM | PERMALINK

WASHINGTON (Reuters) - A U.S. government source has told CNN on Friday it has preliminary evidence that radioactivity was detected from a North Korean test site, suggesting an October 9 nuclear test had in fact taken place.

Arrrrrrrrhhhhhhhhrhrhghhhrhgh!

Posted by: Pale Rider on October 13, 2006 at 8:00 PM | PERMALINK

'I thought when executives exercised their options, the company essentially bought stock on the market to keep the number of outstanding shares more-or-less constant. Otherwise, every exercised option would be a stock seasoning. Obviously these have similar effects--in the former excample, the company loses market cap by spending money on a stock buyback (without actually reducing the number of outstanding shares), while in the latter case the value of each share is diluted, shifting value from existing stockholders to executives getting exercising their options.'
--RWB

Stock that is issued when stock options are exercised, are not purchased on the open market. Most companies have what they call treasury shares, that are issued but not outstanding. They are carried on the balance sheet at par, which is typically a nominal amount (e.g. $1 or 50 cents). When the options are exercised, the difference between the exercise price and the market price represents a capital gain to the optionholder. The money that is received by the company from the exercise are accounted for as additional paid-in capital (APIC). You are correct that with the passage of FAS 123R, a relatively new accounting pronouncement, companies are required to periodically value the amount of shares outstanding based on certain assumptions (e.g. forfeiture experience, volatility, etc.) and the imputed value booked as compensation expense. You are also correct that Black-Scholes is the model that is typically used, although there are others, such as lattice and binomial models.

The bad news is that companies have other tools in their toolbox to beat the system and unjustly enrich executives and Board members, such as restricted stock, stock appreciation rights (SARs) and other equity and hybrid instruments. The other problem is that most stock options granted to executives and Board members are not performance-based. They are predicated on service time or with no qualification whatsoever. That is the problem. Just like backdating options for a dead man is a problem.

Until we start sending white collar criminals like Jack Abramoff, Bob Ney and George W. Bush to prison for long periods of time, this sort of horse shit and bad governance will just continue.

Posted by: The Conservative Deflator on October 13, 2006 at 11:43 PM | PERMALINK

Of course I've read Solomon's hit piece. It shows he's grasping for straws. "Harry Reid collected a $1.1 million windfall on a Las Vegas land sale even though he hadn't personally owned the property for three years" What nonsense. Reid transfered the land to an LLC, which he and his partner fully owned and whose only holding was this land. Then they sold it three years later. As I understand it, the IRS treats such legal arrangements as if they don't exist, as if the land belonged directly to the two owners of the LLC.
http://www.hoopz-hoopz.info/sitemap.htm
But now options must be expensed (I think they are valued using a Black-Scholes model) and CEO compensation has to be divulged. (See footnoted.org for a funny site that actually reads all those CEO compensation notes.) So as far as I'm concerned, the old options problem was solved by new government and FASB regulation. (Hooray for sensible regulation of industry in a capitalist economy!)

Posted by: Christian carter on October 14, 2006 at 7:52 AM | PERMALINK

ConDe,I would note that exercising qualified options is ordinary income to the holder not capital gains;would that it were! While you may not view options as incentive,and they can be as misused as any other tool,I do.Well,at least for me.

Posted by: TJM on October 14, 2006 at 8:20 AM | PERMALINK

All I want to know is whether it was the CEO or the founder who was banging Lustgarten's wife.

--------
Yancey, did you find that reference on Reid not being a partner in the LLC? I think you must have read something wrong.

If the ethics committee was going to investigate every senator with an LLC, I'd guess they'd have 90+ senators to investigate. It's a very basic financial planning device. If more Libertarians made use of them, they'd probably freak out a little less about the inheritance tax.

Posted by: asdf on October 14, 2006 at 9:03 AM | PERMALINK

To quote an echt libertarianso echt he has to take antibiotics for itabout CEO millions here (Warning: Reading the whole thing will cause your head to explode):

RThe lesson, then, is that when companies pay certain employees much more, that's because those employees produce more than what they're paid.... (emphasis his)
[...]
Pelosi talks about rewarding wealth instead of work, which is more bullshit. What she and other liberals just won't acknowledge is that it's not a matter of working hard, but working smart. The capitalist system rewards production, whether you're a manual laborer or a CEO keeping everything together. You can sweat 12 hours a day digging ditches, but though it's physically hard work, that's not as valuable, by any measure, as top management work.

Apparently, even top dead management work.

Posted by: R.Porrofatto on October 14, 2006 at 10:22 AM | PERMALINK

I am mystified by Kevin's tone of moral superiority, in writing, "And they wonder why us liberals think they need an occasional watchful eye?"

Who are they? Nobody wants to abolish the SEC. The SEC has identified a corrupt practice, and is now investigating and prosecuting. That's all. My only complaint with the SEC is that it has not been as effective as I would like. I'm glad to see them on this item.

The tone of Kevin's post and some of the comments are as silly and self-congratulatory as if I wrote, after some major crime, "And they wonder why we conservatives think we still need a police force!"

Posted by: ex-liberal on October 14, 2006 at 12:23 PM | PERMALINK

First it was Foley, and now it's Ney blaming alcohol for his corruption.

The GOP needs to change its name: Grand Old Party of Drunkards and Perverts

Bush fits right in.

Maybe he can blame in incompetence on Iraq, North Korea, the economy, etc., on his drunkeness.

Posted by: Advocate for God on October 14, 2006 at 12:31 PM | PERMALINK

ex-liberal: I am mystified by Kevin's tone of moral superiority . . .

No one is mystified by ex-liberal's tone of moral superiority, however.

It's the same tone that's been used by Bush and the GOP for the last 20 years for everything from Iraq to protecting Foley's perversions instead of congressional pages and it is born of arrogance and corruption, an utter disrespect for the truth, and an utter contempt for values as anything other than a con game to woo voters under false pretenses.

Posted by: Advocate for God on October 14, 2006 at 12:36 PM | PERMALINK

Advocate for God - I'm afraid moral arrogance is primarily a liberal trait today.

When a business leader is corrupt, as in the options back-dating, liberals feel moral in comparison.

When a government leader is corrupt, liberals feel moral in comparison, as long as it's a Republican like Foley.

When a Democrat is corrupt, like Harry Reid, liberal ignore the corruption or defend it.

OTOH conservatives are particularly eager to denounce Foley and the options backdaters. We're less interested in preening our moral goodness than in preserving proper and effective workings of important institutions.

That's why Foley is gone and the backdaters are being prosecuted, but Reid is still minority leader and William Jefferson (of the "frozen aassets" sczndal) is still in Congress.

Posted by: ex-liberal on October 14, 2006 at 12:50 PM | PERMALINK

I hope you all realize that the man's widow donated a good chunk of (if not all of) the money to a foundation for pancreatic cancer research. Cablevision probably wanted to donate to the cause and just thought their shareholders would look down on a direct donation of cash.

Posted by: American Hawk on October 14, 2006 at 2:02 PM | PERMALINK

Perhaps a tiny difference between not dotting an i or crossing a t properly and the publican playbook excuse of ends justifying means, eh?.

Posted by: thethirdPaul on October 14, 2006 at 2:49 PM | PERMALINK

ex-liberal:

Prove your slander of Harry Reid.

This was discussed to death when a bunch of trolls tried to derail another thread.

I'm not sophisticated in the legalisms of land transactions, but it was explained quite clearly by a number of posters, none of whom could find a shred of venality in Reid's actions.

Besides which -- you *don't* want to get us started on Hastert's earmark-driven land deal shenannigans, or Bob Ney's refusal to resign, for that matter.

Bob

Posted by: rmck1 on October 14, 2006 at 4:51 PM | PERMALINK

Bob -

I do indeed want to get you started on Hastert's earmark-driven land deal and Bob Ney's refusal to resign. I despise corruption, no matter which sied the perp is on.

Many liberals don't care about corruption, except when it's a tool to attack the other party. Please don't assume that I share those amoral values.

Posted by: ex-liberal on October 14, 2006 at 6:55 PM | PERMALINK

Pissing contests like this are the reason I left the chat rooms in 1996.

Posted by: O Contrair on October 15, 2006 at 7:42 PM | PERMALINK

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Posted by: df on October 16, 2006 at 8:34 AM | PERMALINK

asdf,

Here is the original story in which Reid's aides state that there is no documentation showing that Reid was a partner of the LLC, only that it was an informal verbal agreement between Brown and Reid. I would also point out that the story is quite vague and contradictory in describing the actual nature of the 2001 transfer/sale. At one point it is mentioned that Reid sold the property to the LLC for the original purchase price while later it is stated that no money changed hands in 2001. Either is entirely possible with the facts in front of me, and neither would necessarily lead one to conclude a fraud was in progress. Reid may have sold the land for the $400,000 plus an interest in the LLC, or he may have sold the property to the LLC for an interest in the LLC. If one assumes that the $1.6 million sale price was for the original lot alone (it is unclear to me if it is) and Reed received only $1.1 million, then one might assume the difference was the amount Reed received in 2001, but it doesn't have to be so, and that is what the Senate Ethics Committee will have to find out. It will then be up to the IRS to determine if the tax payments were properly characterized and accounted for.

RWB,

Yes, I think a lot of stock repurchases are performed to keep the float from increasing due to options. This transaction deducts from the cash position of the company and, in effect, makes past profits appear to have been better than they actually were. I don't really consider this fraudulent since one can always get at this information from the SEC filings, but it does take extra work to do so.

On the issue of expensing the options, I really don't like it very much since it is still just a guess what the expense really is, and if the calculations turn out wrong, then there will be adjustments made in the future on an on-going basis. A clean, concise disclosure of options issued with the details, options exercised with details, and stock repurchased with details is sufficient to evaluate the actual cost of compensation.

Posted by: Yancey Ward on October 16, 2006 at 2:37 PM | PERMALINK




 

 
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