Big pension funds in the United States, Europe and Australia are suing dozens of companies over the timing of stock options grants to their top executives, an attorney for a firm that is filing the suits said Tuesday.
The pension funds, which hold shares in the companies and include several union-employee funds in the United States, are using a prominent law firm specializing in class action suits against public companies to bring their cases. In expanding investigations, at least 39 companies are under scrutiny by the Securities and Exchange Commission or federal prosecutors for possible manipulation of the timing of options grants so that executives could reap a profit. Pension funds “are completely beside themselves and outraged over the self-dealing that has gone on,” said Darren Robbins, a partner in the San Diego-based firm Lerach Coughlin Stoia Geller Rudman & Robbins. The suits target company directors for allegedly failing in their role as watchdogs. The aim is “to recover the monies that were diverted from the corporate till,” Robbins said in a telephone interview. Among the companies and their directors that have been sued: security-software maker McAfee Inc., which recently fired its general counsel; technology company Juniper Networks Inc. and American Tower Corp., which owns towers for broadcast and wireless services. They are among the companies under investigation for timing of stock options grants. Spokesmen for McAfee, Juniper Networks and American Tower didn’t immediately return telephone calls seeking comment. The pension and retirement funds filed suits in a wave in about 72 business hours in federal courthouses in several cities, and more cases are being prepared to target a total of at least 34 companies, Robbins said. The plaintiffs include a Teamsters fund, a heavy and general laborers’ fund, a fund for public employees of Pontiac, Mich., and one for employees of New South Wales in Australia. The suits were first reported Tuesday by The Financial Times of London. Similarly, lawsuits by shareholders over the stock options timing have been filed against a number of the companies under investigation. On Monday, the parent of Internet job-search site Monster.com announced that it had received a subpoena from the U.S. Attorney’s Office in Manhattan regarding its stock options grants and had opened an internal investigation. The news came after The Wall Street Journal published a report that Monster Worldwide Inc. often gave top executives options that were dated at low points in the stock price — just ahead of steep increases. That raised questions of whether the option grants from 1997 to 2001 were deliberately timed so that the executives could reap a bigger profit when they eventually sold their shares, with no connection to the executives’ performance. At issue in most of the cases so far is whether executives manipulated option grants by backdating them to a point where the company’s stock was at or near a low point, boosting the value of those awards. Stock options are generally issued with an exercise price equal to the current market price, and therefore have no immediate value. By choosing an earlier date when the stock was lower, the options are instantly worth the difference between the strike price and current price. While stock options are used as an incentive for executives to boost a company’s performance and stock price, improper backdating can mean that executives reap bigger profits with no relation to their individual performance. While backdating of options can be legal if properly disclosed to shareholders, SEC Chairman Christopher Cox said last week that companies may have broken the law if there wasn’t proper disclosure or the options weren’t accounted for correctly. Copyright 2006 Associated Press. All Rights Reserved. This material may not be published, broadcast, rewritten, or redistributed.