Stock Options Backdating

Navigating the Criminal, Civil and Regulatory Landmines

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, January 10, 2007

Course Materials


Backdating of stock option grants has quickly arisen as the hottest area of concern for corporations, their boards, senior officers and in house and outside counsel. In 2006, the SEC unanimously approved sweeping new rules for disclosures required on executive compensation, including the full value of options granted.

Recent studies estimate that some 2,000 corporations have used backdated stock options to enhance executive pay. The SEC and Department of Justice are involved in at least 100 investigations of corporations' backdating stock options to potentially increase executive compensation.

The practice is also being questioned in shareholder class and derivative class actions and may raise serious tax and accounting consequences.

While the backdating of option grants is not necessarily illegal, in the current Sarbanes-Oxley era, corporations should closely review their policies and practices on awarding of stock-option grants.

Listen as our authoritative panelists examine the ramifications of backdating stock options, what to do — and not do — if questions arise and what companies can do to minimize their legal risks.



The panel will review these and other key questions:

  • Which stock-option backdating practices trigger SEC or DOJ scrutiny
    — and can it be utilized within the law?
  • What are the potential legal risks for using stock-option backdating – and how can companies take corrective or mitigating action before problems arise?
  • How can you counsel your client or company to prepare if it may face an investigation for improper stock-option backdating?


Lee G. Dunst
Lee G. Dunst
Gibson Dunn & Crutcher

He is a member of the firm's Business Crimes and Investigations Practice Group. His practice includes government...  |  Read More

Paul R. Bessette
Paul R. Bessette
Akin Gump Strauss Hauer & Feld

He serves as the national chair of the firm's securities litigation practice group. He has extensive experience in...  |  Read More

Barry Genkin
Barry Genkin
Blank Rome

He advises public company clients in public and private offerings of equity and debt securities, mergers, acquisitions,...  |  Read More