"As a result, policyholders often must balance their need for insurance coverage with their strategies for defending themselves against backdating allegations."* Be clear about process.
Ray, the head of human resources at KB Home -- formerly Kaufman & Broad, the giant Los Angeles-based home builder.
In this case, CEO Bruce Karatz agreed to leave the company last November after an internal investigation revealed he had backdated his own stock-option grants.
And the real peril of being run over by that bus arises when there were no disclosures or, worse still, documents were forged or history was rewritten with the purpose of deception.
At the slightest hint of trouble, Rosenthal says, "get yourself an attorney."To avoid finding themselves in that situation in the first place, HR executives should establish clear, firm roles for auditors and the securities firms handling the administration of the options programs, says Rick Wolf, founder and managing partner of Lexakos LLC, a West Orange, N.
And the murkier realm of spring-loading grants could pose more headaches -- and legal hazards -- for HR because it is so much more ambiguous than backdating.
It all adds up to a loud wake-up call for HR executives, alerting them to the necessity not only of knowing when to sense a legal hazard, but to act proactively to prevent their organizations and executives from being wiped out by the next big wave, or even the last old one.A recent high-profile spring-loading case involving Tyson Foods Inc.resulted in a Delaware court judge criticizing a company director's behavior as not "acting loyally and in good faith as a fiduciary."And a corollary practice, "bullet-dodging" -- delaying an options grant until just after the announcement of corporate bad news -- has also come under scrutiny, though no prominent legal cases involving it have yet arisen."There is no doubt in my mind that 'timed options' represent the next big wave in corporate-governance reform," Jay Eisenhofer, an attorney with Grant & Eisenhofer, a Wilmington, Del.-based law firm representing institutional investors, told the Reuters news agency recently.He will forfeit million in gains from the backdating as part of an agreement with the company.Ray was terminated after reports alleged he had picked the dates for the options along with Karatz.And, as a practical matter, they add, HR executives probably cannot avoid getting caught in the legal cross fire -- if not taking a bullet directly -- should things go awry, even if they weren't intimately involved: Their superiors will probably blame them, and subordinates will disavow them.