Compton, Ryan and Sandler, Daniel and NIcholls, Christopher and Tedds, Lindsay M. (2011): Insider reporting obligations and options backdating. Published in: Banking and Finance Law Review , Vol. 25, No. 3 (2011)
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In April 2010, new rules governing the reporting of securities trades by insiders of reporting issuers came into effect in Canada. These new rules were embodied in National Instrument 55-104, and in contemporaneous harmonized changes to Ontario’s Securities Act. Under the new regime, the deadline for filing insider reports has been shortened, from ten calendar days to five calendar days following a purchase or sale. When a draft of National Instrument 55-104 was first published for comment, the Canadian Securities Administrators linked this proposed timing change, among other things, to the practice of improper stock options backdating. The suggestion that insider reporting obligations might deter the practice of options backdating is intriguing. Insider reporting rules have historically been regarded primarily as a regulatory tool to detect or prevent the improper use of inside information by insiders of reporting issuers. For these requirements to perform an effective secondary role in combating improper options backdating, clear rules on the timing of reporting obligations and rigorous enforcement would be required. It is not clear that the administration and enforcement of current Canadian insider reporting rules, crafted with very different objectives in mind, provide an effective deterrent to improper options backdating. A review of the current rules and the mechanisms for their enforcement, together with a comparison with insider reporting regimes in other selected jurisdictions, reveals weaknesses in the Canadian approach and suggests ways in which the Canadian regime could be enhanced to deter or detect options backdating.
|Item Type:||MPRA Paper|
|Original Title:||Insider reporting obligations and options backdating|
|Keywords:||Insider Reporting, Options Backdating, Securities Regulation, Canada|
|Subjects:||G - Financial Economics > G3 - Corporate Finance and Governance > G38 - Government Policy and Regulation
J - Labor and Demographic Economics > J3 - Wages, Compensation, and Labor Costs > J38 - Public Policy
J - Labor and Demographic Economics > J3 - Wages, Compensation, and Labor Costs > J33 - Compensation Packages; Payment Methods
|Depositing User:||Lindsay Tedds|
|Date Deposited:||03. Jul 2012 12:44|
|Last Modified:||20. Feb 2013 11:16|
Ryan Compton, Daniel Sandler & Lindsay M. Tedds, “Options Backdating: A Canadian Perspective” (2009) 47 Can. Bus. L.J. 329.
M.P. Narayanan, Cindy A. Schipani & H. Nejat Seyhun, “The Economic Impact of Backdating of Executive Stock Options” (2007) 105 Mich. L.J. at 1597
Matthew S. Chambers, “Last Ditch Options: An Assessment of Independent Director Liability and a Proposal For Congressional Action in Light of the Employee Stock Option Back-Dating Scandal” (2008) 42 Ga. L. Rev. 569.
Philip Anisman, “The Proposals for a Securities Market Law for Canada: Purpose and Process” (1981) 19 Osgoode Hall L.J. 329
Marvin Yontef, “Insider Trading” in Proposals for a Securities Market Law for Canada, Vol. 3 (Ottawa: Minister of Supply and Services Canada, 1979) 625
Paul L. Davies, Gower and Davies’ Principles of Modern Company Law, 7th ed (London: Sweet & Maxwell, 2003)
Janet Gamer Feldman and Richard L. Teberg, “Beneficial Ownership Under Section 16 of the Securities Exchange Act of 1934” 17 Case W. Res. L. Rev. (1965-1966) 1054
Gennaro Bernile & Gregg A. Jarell, “The Impact of the Options Backdating Scandal on Shareholders” (2009) 47:1 Journal of Accounting & Economics 2
Brian Hall and Kevin Murphy, “The Trouble with Stock Options” (2003) 17:3 Journal of Economic Perspectives 49
Erik Lie, “On the Timing of CEO Stock Option Awards” (2005) 51 Management Science 802.
David Yermack, “Good Timing: CEO Stock Option Awards and Company News Announcements” (1997), 52 Journal of Finance 449
Randall A. Heron & Erik Lie, “Does Backdating Explain the Stock Price Pattern around Executive Stock Option Grants?” (2007) 83 J. Fin. Econ. 271
Randall A. Heron & Erik Lie, “What Fraction of Stock Option Grants to Top Executives Have Been Backdated or Manipulated?” (2009) 55 Management Science 513
Daniel Collins, Guojin Gong & Haidan Li, “The Effect of the Sarbanes-Oxley Act on the Timing Manipulation of CEO Stock Option Awards” (2005)
David I. Walker, “Unpacking Backdating: Economic Analysis and Observations on the Stock Option Scandal” (2007) 87 B.U.L. Rev. 561
M.P. Narayanan & H. Nejat Seyhun, “Effect of Sarbanes-Oxley Act on the Influencing of Executive Compensation” (2005), online: SSRN http://ssrn.com/abstract=852964
Jesse Fried, “Option Backdating and its Implications” (2008) 65 Wash. & Lee L. Rev. 853
Lucian Bebchuk & Jesse M. Fried, “Paying for Long Term Performance”(2010) 158 U. Pa. L.R. 1915 at 1937
John Shipman, “The Future of Backdating Equity Options in the Wake of SEC Executive Compensation Disclosure Rules” (2007) 85 N.C.L. Rev. 1194.
Rory Cray, “Why the Options Backdating Scandal Won’t Hit the UK” (24 January 2008), online: Out-Law.com (Pinsent Masons) <http://www.out-law.com/page-8825>.
Wise Persons’ Committee to Review the Structure of Securities Regulation in Canada, It’s Time (Ottawa: Department of Finance, 2003)
Hon. Peter deC Cory and Marilyn L. Pilkington, “Critical Issues in Enforcement”, Research Study prepared for the Task Force to Modernize Securities Legislation in Canada, Canada Steps Up (2006), Vol. 6, 165 at 191-192.
William J. McNally & Brian F. Smith, “The Effect of Transparency on Insider Trading Disclosure” (2010) 36 Can. Pub. Pol’y 345 [McNally & Smith]