Joe Lieberman, D-CT (Sen.), explains why he was and still is opposed to firms' counting the options they issue as an expense or as a dilution of the share base, either of which would reduce earnings per share:
The Best Way to Spread the Wealth
...the Financial Accounting Standards Board, an independent group that sets rules on how to account for business transactions, first floated a plan to require stock options to be treated as an expense against earnings on profit-and-loss statements at the time they are granted. I opposed this rule change. Options are a valuable tool for attracting talent and spreading wealth because they give employees a greater stake in their companies. And business leaders, particularly from the high-tech community, said they would have to issue fewer options if they had to subtract their estimated value from their profits...
Let's think of some other parts of employee compensation that we usually think of as good things: health benefits, for example; a vision plan; subsidies for employees to further their education; wages and salaries themselves. All of these are carried as costs on a corporation's income statement. The argument that corporations spends less on these than it would otherwise spend if they were excluded from operating costs is as strong as the argument that a corporation would spend less on options if they were counted as a cost.
If it is important to keep options off a company's books to encourage their use, isn't it just as important to remove employer-paid health insurance from the "cost" side as well? Why not remove employer-paid vision costs as well? In fact, why not just decree that all wage and salary payments are no longer "costs"? That seems to be where Lieberman's argument--the only argument he adduces for his position--would take us.
Either you believe in the integrity of the accounting system as a way of conveying information about the state of companies to their potential and actual shareholders and bondholders, or you don't. Lieberman appears to be on the "I don't" side. I'm ashamed that I voted for him in November of 2000.
ASHINGTON One popular solution to the current crisis of corporate crime is to fix the accounting rules for stock options. Force companies to count those whopping stock option packages as expenses when they are granted, many say, and the fraud will recede. I wish it were that easy.
The reality is that giving options to employees is an innovative idea that has been abused by greedy executives. But changing the accounting rules won't change their behavior; it will only deny options to average workers who have done nothing wrong. Our goal should be to deter the abuse of stock options without discouraging the use of a tool that plays a valuable role in the American economy.
My familiarity with this arcane issue dates back to 1993, when the Financial Accounting Standards Board, an independent group that sets rules on how to account for business transactions, first floated a plan to require stock options to be treated as an expense against earnings on profit-and-loss statements at the time they are granted.
I opposed this rule change. Options are a valuable tool for attracting talent and spreading wealth because they give employees a greater stake in their companies. And business leaders, particularly from the high-tech community, said they would have to issue fewer options if they had to subtract their estimated value from their profits. In addition, there is no accurate way to value an option on the day it is granted. Options only become valuable several years later, when they are exercised.
The circumstances have surely changed since I worked to defeat the board's plan. But the problems with the board's approach have not. Requiring firms to predict the value of options is still bad accounting, and it would still have damaging repercussions: it would significantly reduce earnings for many companies with large option plans, which in turn would reduce the value of their stock in particular and the market in general. That is the last thing we need now.
Faced with such a change, businesses would almost certainly decide to grant fewer options. And in all likelihood, the first to be cut out would be middle-class workers — millions of whom, thanks to options, have seen their wealth grow substantially over the last decade.
There clearly is a problem with the abuse of options that demands a legislative response. But the solution has little to do with accounting. The fact is that some greedy executives, loaded up with tens of thousands of options, engage in all manner of fraudulent and deceitful accounting tricks to jack up earnings and their share price, cash in at the right time, and then leave the company.
How do you stop this from happening? The bill the Senate passed last week, by establishing independent oversight and tough new criminal penalties for bad behavior, will go a long way toward preventing the particular corruptions that may have been driven by large option packages.
We also should adopt new policies that change the way options are allocated, sold and approved. The number of people receiving options has grown significantly in the last decade — the National Center for Employee Ownership estimates that between 7 million and 10 million people now hold options, and a number of companies, like
In the past I've proposed changes in tax policy to encourage the expansion of broad-based option plans. But in light of this wave of corporate crime, it's time for more forceful measures. One sensible idea is to prohibit companies from deducting the cost of options when exercised if they do not offer the majority of them to rank-and-file workers. Another way to deter the misuse of options is to set up a mandatory holding period and curtail top executives from selling their shares while they are still employed by the company. We should also give shareholders a greater say in the design of option plans, particularly for company leaders, by requiring a majority approval of such plans by shareholders.
I intend to propose legislation in the weeks ahead that encompasses these reforms. I am confident that if we broaden our discussion, we can reach a consensus that will end the abuse of stock options without jeopardizing an effective tool that has played a critical role in the democratization of capitalism in this country.
Joseph I. Lieberman, Democrat of Connecticut, is chairman of the Senate Governmental Affairs Committee.
Posted by DeLong at July 20, 2002 07:56 PM | Trackbackthe nytimes - july 18 - noted that 75 percent of outstanding options as of 2000 belonged to the top 5 company executives - the top 55 company executives accounted for 90 percent of outstanding options - so much for middle class incentives
randall
Posted by: randall on July 21, 2002 10:05 AMOn options see: National center for Employee Ownership - Oakland
randall
Posted by: randall on July 21, 2002 03:03 PMHere is an interesting (I think) piece of research on options (forthcoming in Journal of Financial Economics):
When a buyback isn't a buyback: Open market repurchases and employee options
Kathleen M. KahleAbstract
This paper examines how stock options affect the decision to repurchase shares. Firms announce repurchases when executives have large numbers of options outstanding and when employees have large numbers of options currently exercisable. Once the decision to repurchase is made, the amount repurchased is positively related to total options exercisable by all employees but independent of managerial options. These results are consistent with managers repurchasing both to maximize their own wealth and to fund employee stock option exercises. The market appears to recognize this motive, however, and reacts less positively to repurchases announced by firms with high levels of nonmanagerial options.
So, whatever Joseph Lieberman has to say, firms appear to view options as costs, albeit deferred...
Posted by: Nikolai Chuvakhin on July 21, 2002 08:37 PM