SAN FRANCISCO (AP) – Companies sullied by stock option chicanery seem intent on cleaning out their executive suites and boardrooms before regulators and prosecutors do it for them.
On Wednesday, the scandal’s fallout widened when the chief executives of both McAfee Inc. and CNet Networks Inc. stepped aside to atone for stock option shenanigans that will erase some of the companies’ past profits. Santa Clara-based McAfee, a leading maker of computer anti-virus software, also fired its president, Kevin Weiss.
The abrupt departures of McAfee CEO George Samenuk and CNet CEO Shelby Bonnie follow last week’s resignation of Apple Computer Inc. board member Fred Anderson – the company’s former chief financial officer – after the iPod maker acknowledged its mishandling of past stock options inflated its past profits.
Apple CEO Steve Jobs held onto his job because the Cupertino-based company’s internal inquiry cleared him of any misconduct, but other business leaders battling stock option problems won’t be so fortunate, predicted Anthony Michael Sabino, a business law professor at St. John’s University.
“The day of reckoning is here and there are still a lot of dominoes to fall, both big and small,” Sabino said.
McAfee shares gained 85 cents to close at $26.64 on the New York Stock Exchange while shares of CNet, which runs a stable of technology news and entertainment Web sites, fell 76 cents, or more than 7.6 percent, to close at $9.14 on the Nasdaq Stock Market.
The stock option practices of at least 135 companies are under government investigation or internal review.
Most of the inquiries are focused on a technique known as “backdating,” which occurs when insiders look back in time for a low point in their company’s stock price so the exercise, or “strike,” price of the options could be set at that ebb.
If they aren’t properly disclosed, backdated options can inflate corporate profits and result in an underpayment of taxes.
Silicon Valley has been caught in the eye of the stock option storm because of an entrepreneurial culture that embraced the rewards during the 1990s as the best way to get rich fast. That mind-set encouraged high-tech companies to pass out stock options like candy on Halloween.
A federal government task force looking for evidence of stock option malfeasance is now based in San Francisco.
Companies that cooperate with the government and take steps to clean up their books have the best chance of avoiding legal trouble, said Eumi Choi, a federal prosecutor who is chairing the task force.
“That’s something we will seriously consider when taking action, Choi said. “What’s really called for here is a transparent process.”
Perhaps the most famous executive caught up in the options scandal is Jacob “Kobi” Alexander, the fugitive former CEO of software company Comverse Technology Inc. He’s in the southern African nation of Namibia, awaiting extradition to the United States to face charges of manipulating options.
Another former Silicon Valley CEO, Gregory Reyes of Brocade Communications Systems Inc., is fighting criminal charges tied to his alleged mishandling of stock options at that San Jose-based company.
Neither McAfee nor San Francisco-based CNet elaborated on the reasons why they parted ways with their CEOs, but the financial problems caused by the improper accounting of stock options appear to be a pivotal factor.
McAfee said it expects to absorb charges of $100 million to $150 million to correct the errors. CNet hasn’t specified how large its restatements will be other than to say they will be “material.”
Wednesday’s developments signal the jobs of other CEOs may be on the line if stock option improprieties force their companies to make substantial revisions to their financial statements, said Michael Koenig, a former federal prosecutor now working at a Washington, D.C. law firm.
“The bigger the restatement, the more likely you will see people falling on their swords, rightly or wrongly,” he said. “This issue isn’t going away soon, by any stretch of the imagination.”
The Securities and Exchange Commission is focusing its stock option investigation on companies forced to make big changes to their past profits, said Marc Fagel, head of enforcement in the agency’s San Francisco office.
The SEC expects to impose civil fines on some companies and make criminal referrals on others. “There’s always fraud versus recklessness and calls will have to be made,” Fagel said.
CNet said there wasn’t any sign that Bonnie, a company co-founder, engaged in intentional wrongdoing and allowed him to stay on the board. McAfee didn’t elaborate on Samenuk’s role in its stock option trouble, but he expressed regret for letting it happen on his watch.
Still, the stock option-induced departures of Bonnie and Samenuk “are like red meat for prosecutors and regulators,” Koenig said.
The actions of McAfee and CNet may sway other corporate boards to come down hard on their CEOs to signal they have zero tolerance for reckless accounting even if there is no evidence of intentional misconduct, said James Post, a Boston University professor who focuses on corporate governance.
“This kind of lifts the bars for all the other companies” with backdating problems, Post said. “The burden of proof is starting to shift. The executives involved in this may have to prove they are very clean if they want to keep their jobs.”
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AP Legal Affairs writer David Kravets contributed to this story.
AP-ES-10-11-06 1749EDT
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