Backdating and spring loading stock options vita spa hyrdating body lotion


11-Sep-2017 09:46

Depending on the circumstances, where directors intentionally violate a stockholder-approved option plan by backdating options, and a company makes fraudulent disclosures regarding the directors' purported compliance with such plan in SEC filings or other public disclosures, the directors may be deemed to have acted in bad faith. The alleged instances of "well-timed" option grants included several instances in which grants were made immediately preceding the announcement of a material divestiture or acquisition or the announcement of highly favorable quarterly earnings.In such circumstances, directors may lose the indemnification and other liability protections afforded by the Delaware General Corporation Law and may be personally liable for resulting damages to the company. Notably, neither case involved a finding of liability; instead, both decisions merely allowed the cases to proceed. The plaintiffs claimed that these announcements increased Tyson's stock price and put the newly granted options "in the money." In each instance, the announcement resulted in a significant increase in Tyson's stock price.While we expect to see more lawsuits alleging that managers or compensation committee members authorized the grant of options in a manner prohibited by such plans or while in possession of material, nonpublic information, it is likely that in many "spring-loading" cases, plaintiffs will have substantial difficulty proving that a compensation committee "knew" that the company's stock price would increase. The plaintiffs alleged that the options were granted pursuant to a stock incentive plan approved by Tyson's stockholders that required, as equity plans typically do, the exercise price of every option to be at or above the fair market value of Tyson's stock on the date of grant.

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, relating to potential director liability in the highly charged area of option pricing, particularly "spring-loading" and "backdating." While each case was decided in response to a motion to dismiss where all facts alleged must be considered to be true, and the decisions do not constitute findings of actual liability, unless they are reversed on appeal or superseded, they are likely to add to the supercharged atmosphere in which directors of public companies are making decisions about granting equity-linked incentive awards.

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