To: Biomaven who wrote (3094 ) 3/16/2001 8:10:36 AM From: Jim Oravetz Respond to of 52153 OT: Here is something from the Wharton school that was printed on options recently (3/14/01) Are Stock Option Rescissions an Unfair Benefit? From Knowledge@Wharton Just which companies are doing it is a well-guarded secret, but accountants' reports of corporate stock option rescissions so alarmed the Securities and Exchange Commission that the agency hurriedly issued new orders to ensure that companies properly count the costs. Reports had filtered into the SEC indicating that some companies experiencing steep stock-price declines last year had allowed executives, and perhaps lower level employees as well, to cancel previous options-based stock purchases that had left them with deep losses. Such a cancellation would reduce a company's options-related tax deductions, which could undermine profits or deepen losses, possibly damaging the firm's stock price. While boards of directors see such accommodations as necessary to motivate and to keep top talent, shareholder activists and other critics see a double standard that protects insiders from the stock downturns suffered by ordinary shareholders. Rescissions thus join the list of oft-criticized practices designed to rescue executives and employees who hold options that have become worthless -- practices like re-pricing older options, exchanging high-priced options for cheaper ones or granting of new options with more favorable terms. "I think you've got something that's obviously very unfair," says Wharton accounting professor emeritus Peter H. Knutson. Executives and employees should not be protected from downturns in a company's stock, but "should be forced to eat what they have cooked,' Knutson says. Graef Crystal, one of the best-known executive-compensation experts in the country, declares rescissions "totally reprehensible." Many companies are overly generous in granting stock options, he says, giving enormous blocks of options even to executives and employees who have failed to deliver for shareholders. While stock options can align insiders' interests with those of ordinary shareholders, rescissions turn insiders into a preferred class, Crystal argues. ....snip...individualinvestor.com Jim