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Las Vegas Business Press
Wednesday, October 15, 2008
SEC rejigs option rule

By Ian Mylchreest
December 27, 2006

One man’s technicality is another man’s giveaway on corporate governance, it seems. The Securities and Exchange Commission Chairman Christopher Cox says the regulator is merely tweaking the rule on disclosing the full value of executive options but, reports the New York Times, others are much more skeptical and see it as a giveaway to companies trying to obfuscate on the top dogs’ total packages.

Certainly dropping the rule in on the last Friday before Christmas was not designed to shine the spotlight on the issue. “It was a holiday present to corporate America,” Council of Institutional Investors Executive Director Ann Yerger tells the paper.

The old rule made companies disclose the full value of options in the year they were granted but now they’ll be able to spread the value out over the whole vesting period. So the tables that the executive compensation rules now require will have to be read in conjunction with the various executive compensation plans that are written in fairly inscutable legalese at the best of times. The SEC says the new rule is designed to be compatible with FASB’s accounting standard 123R, which sets out how companies should account for options.

The only exception is retiring executives whose options have to be all put on the pay table in the year they’re granted. But the old rule, says the SEC, would have left companies indebted for compensation that would never be paid if an executive left.

There seems to be no perfect answer but we’ll still know more under these rules than we did under the existing rules where obfuscation was often the name of the game.





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