Adequate Disclosure
You're the CFO of a small public company that builds databases for merchant marketing. Every quarter, you file a 10Q form, which in theory is the financial equivalent of The Bachelor's "The Women Tell All" special.
If you've done your job right, there is no more valuable information to disclose, and you've adequately communicated everything about your company's performance in the last ninety days, mapped to the last year, mapped to your own published estimates of what you thought you would do. So it was a real bummer when you tried to log in last Tuesday and, instead of your email system coming up, there appeared a picture of a laughing clown, smoking a Cuban cigar and asking you for ransom to get your database back.
Hoping this was a joke, you tried to login to your database...and you got another laughing clown. As your career flashes before your eyes, you go through the process of filing an 8K used for special disclosure items, publishing to the world that your security systems were inadequate, that you had been hacked, and that you really didn't yet understand the extent of the damage and wouldn't until the FBI got involved.
And just as the hangman's noose is being tightened around your neck, you see yourself paying the $10,000 ransom to the 14-year old Russian kid who hacked you. Everyone pats your back as the wise statesman and life remains normal at the country club.
Then you hear wood creak, and as you fall, you realize that you are living a scene from An Occurrence at Owl Creek Bridge and yeah, your life is over. There's no forgiveness on Wall Street for hackings these days. But as you fade into oblivion, you at least feel good for having provided adequate disclosure of your imminent demise.
Related or Semi-related Video
Finance: What is Backdating?5 Views
Finance a la shmoop... what is back dating? ooh this is bad
scandals, jail, Silicon Valley soap opera when an important employee is hired by a [Employee stood beside a start up company]
young company they might get a generous option plan for a company stock in a
more modest salary and bonus plan why because young companies don't have a lot
of cash today but want to attract good workers and they're betting on the fact
that employees will be tempted by the possibility of making millions from
those options well there are usually some limits with the options for example
the employee might have to stay in good standing at the company for four years
and they must sell their options within ten years or so of them being granted so [Conditions for new employees]
far so good but these options must also come with a strike price which is the
price at which the employee can buy the stock and that's where things get sticky
here with backdating well how is the strike price created well if a company's
already publicly traded and them options are being granted that strike price is [Company handing out stock to public]
usually derived by looking at the average closing price over the last 120
days or so of trading or something like that some shady companies and employees
realize that they could backdate their options which means slapping on a price
from a date a few days a few weeks or a few months earlier when prices were way
lower so instead of a strike price of like 20 bucks they might have a strike [Strike price comes down on a chart]
price of like only 15 and have five free dollars of market ride on everyone
else's nickel getting that lower price by fudging a few dates means bigger
potential profits for the employees who will eventually then sell their stock [Pile of cash falling]
and take the gain from whatever it sells for down to whatever the strike price
was that they paid there's just one tiny problem with all this back dating is
illegal in 2008-9 though it didn't prevent some big back dating scandals in
Silicon Valley and put a few people in jail and since then laws have gotten a [Man behind bars and judge bangs gavel]
whole lot stricter.... yachts n things stock was at 80 bucks a share 20 weeks
ago now it's at 200 in four years it might be four hundred least that's what
Morgan Stanley says it'll be the employee getting the $80 strike price on
a hundred thousand shares will have appreciated $320 per share
times 100,000 shares or 32 million dollars worth of appreciation that's a
whole lot of appreciation but if the employee had received as their strike
price the average of 280 those are the stock prices assuming an arithmetic set [Strike price highlighted]
of closing price gains well then the strike price on their options would have
been a hundred and forty not 80 the gain would then be only an appreciation of
$260 not 320 it's a big difference when you multiply it by a hundred thousand
right so yeah you don't want to miss out on that extra six million that's like a
dozen of these bad boys [Yachts in a harbor]
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