Read The Recorder‘s roundup of the stock-option backdating scandal. There won’t be a test later … but there might be a subpoena.
“The company responded with complete diligence and good faith once the stock options problem was identified,” he said.
Heller lawyers commenced the internal investigation in May 2006, sifting through more than 1.5 million e-mails and other documents and conducting more than 50 interviews with current and former executive officers, directors, employees and advisers, according to SEC filings.
The investigation ended in August. The audit committee found that the company had backdated stock options to nearly all its employees who got them from 1997 to 2004, and that former executive officers may have been aware of it. The investigation also turned up falsified compensation committee meeting minutes and stock option committee memos.
Mark Fagel, co-acting regional director of the SEC’s San Francisco office, said he could not comment on Rambus.
Fagel said that, in general, while faked documents can be a red flag for the SEC, there are many factors that go into charging a company, first and foremost whether the case will hold up in court.
Last year, Rambus board member and ex-CEO Geoff Tate stepped down after the options problems came to light. He had been the sole member of the stock options committee until 2005.
Former General Counsel John Danforth was demoted from his role in 2006 and left the company in October. But the special litigation committee, which assessed derivative suits against Rambus, said there was no evidence that Danforth knew about the backdating.
