Events
Stock Options Backdating—What Executives Need to Know
Audioconference
Click here to hear the audio file of the event
Wednesday, July 26, 2006
10:45 a.m.–12:00 p.m. Pacific Time
Stock option grant issues are under intense scrutiny, with over 60 U.S. companies being investigated and/or subpoenaed by the SEC or DOJ. In an unusual move that may portend additional developments, the Northern District of California has established a prosecution task force composing four Assistant AGs.
The investigations focus on whether these companies improperly “backdated” stock option grants to potentially increase the compensation of the options’ recipients. These investigations raise serious SEC, criminal, tax and corporate issues for both public and private companies. Those that are under investigation face parallel criminal and civil investigations, extensive internal review, shareholder lawsuits, and destabilizing departures of executives and directors. Some private companies can be affected because of IRS code 409A and California's private securities offering exemption.
Given the extensive ramifications of this issue, executives need to know quickly get up to speed on viable processes and procedures to solve existing problems and to prevent those that may occur in the future.
Our audioconference will be chaired by a top panel of McDermott partners, including those with high-level experience working at the agencies pursuing these cases, and will provide practical solutions to the following issues:
- The first 72 hours! Addressing pivotal considerations in an SEC or DOJ probe
- Managing potential associated civil and criminal litigation risks
- Effectively conducting an internal investigation
- Dealing with consequences: disclosure, financial restatements and tax implications
- Creating appropriate new strategies for executive compensation
- Practical consequences for director and officer insurance coverage
- Revision of corporate policy to ensure compliance
With anticipated developments both in the United States and in other international jurisdictions—this promises to be a lively and important discussion. To read a memorandum on this topic, please visit: http://www.mwe.com/info/news/ots0706b.htm.
Moderator
James L. Sanders is a partner in the law firm of McDermott Will & Emery LLP, based in the Firm’s Los Angeles, California office. As head of the Los Angeles Trial Department, Jim’s practice concentrates on white-collar criminal defense, securities litigation, and the representation of clients in investigations by the Securities and Exchange Commission (SEC). Jim has more than 25 years experience handling securities litigation, business crimes investigations and civil and criminal trials. Jim has unique expertise in representing clients in parallel SEC and criminal investigations. He is one of the few attorneys nationwide who has worked both for the SEC and as a federal prosecutor. From 1989 to 1991, he was in charge of the SEC’s Regional Office located in Los Angeles; and, prior to that, was an attorney with the SEC’s Regional Office in Chicago.
Panelists
Matthew J. Jacobs is a partner in the law firm of McDermott Will & Emery LLP, based in the Silicon Valley office. He is head of the Firm’s White-Collar Criminal Defense Practice in Northern California and is a member of the Trial Department. Mr. Jacobs represents individuals and companies in both civil and criminal matters, and has particular expertise helping clients who have issues regarding the Securities and Exchange Commission, the U.S. Justice Department, federal and state prosecutors or other governmental agencies. Mr. Jacobs is a former federal prosecutor, having served for six years as an Assistant United States Attorney in San Francisco for the Northern District of California, where he was the lead trial lawyer and prosecutor in numerous high-profile prosecutions involving securities fraud, electricity trading in California, international banking, money laundering, health care and particularly the medical device industry and insurance fraud.
Andrew Liazos is a partner in the law firm of McDermott Will & Emery LLP based in the Firm’s Boston office. Andrew heads the Boston Employee Benefits practice and the Firm's Executive Compensation Group. Andrew has extensive experience with deferred compensation plans, equity compensation, incentive pay, employment agreements, golden parachutes, compensation committees, IRS audits, multinational benefits, employee benefits in bankruptcy, retirement plans, ERISA fiduciary compliance and securities law matters related to executive compensation.
William R. Pomierski is a partner in the law firm of McDermott Will & Emery LLP based in the Chicago office. As a member of the Tax Department, he focuses in corporate taxation, financial products and executive compensation matters. His experience in the area of executive compensation includes representation of public and private entities, as well as executives, in the structuring and negotiation of executive compensation packages, including incentive and deferred compensation programs, stock and stock-based compensation plans, severance compensation plans (golden parachutes) and individual employment agreements. His experience includes negotiation and planning for conversion of compensation programs in connection with mergers and acquisitions, including representation of management in leveraged buyouts. He also has experience in the financial accounting and securities law aspects of executive compensation.
James G. Rizzo is a partner in the law firm of McDermott Will & Emery LLP resident in the Firm’s Washington, D.C. office. As a member of the Trial Department, Jim concentrates his practice on the representation of clients involved in complex commercial litigation in state and federal court, as well as in mediation and arbitration. His litigation experience includes the areas of business torts, contract disputes, intellectual property, product liability, class actions, insurance and reinsurance. He has litigated cases in many jurisdictions, including Delaware, New York, New Jersey, California, Colorado, Connecticut, Rhode Island, Virginia and Michigan. He also has represented clients in patent infringement investigations before the United States International Trade Commission.
Please be advised McDermott has the right to restrict attendance and may limit participation in this event.
For more information, please contact Christine Nakahara at 310.284.6176 or cnakahara@mwe.com.
