January 12, 2007
Young Lawyer Ends Up Holding the Bag in Apple Back Dating Scandal
Executive stock option backdating requires false documents. At minimum, someone prepares a false resolution of the board of directors (a final grant of the options) and a false certification of the resolution (by a corporate secretary) and inserts the resolution into the official board minutes. Second, someone prepares a false disclosure document for filing with the SEC. The two documents are usually executions of otherwise carefully prepared form documents. It takes a lawyer who understand the need for the documents to execute the documents. Falsification will also necessarily involve those who direct the lawyer to falsify the paper and may also involve others who participate in certifying or signing the false papers with knowledge of their falseness. A young lawyer at Apple, right out of law school, admits to creating the false paper. No-one, however, will admit to asking her to do it nor to knowing that what she did was "wrong." She is left holding the bag.
At young lawyers in corporate practice should heed the simple advice of NEVER, EVER BACKDATE A DOCUMENT. Refuse to do it; if it costs you your job so be it. Otherwise it could cost you your career.
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