Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Tuesday, April 27, 2010

Former Maxim Integrated Produdcts CFO Liable for Backdating Stock Options

On April 23, 2010, a federal district court jury found Carl W. Jasper, former Chief Financial Officer of Maxim Integrated Products, liable for securities fraud and other charges in connection with a scheme to backdate stock option grants to company personnel.  Following an eight-day trial in U.S. District Court in San Jose, Calif., the eight-member jury found Jasper liable for, among other violations, fraud, lying to auditors, and aiding Maxim's failure to maintain accurate books and records. The jury found for Jasper on certain remaining claims, including proxy rule violations.   The Judge  will determine remedies and sanctions at a later date. The SEC's complaint seeks, among other things, disgorgement and repayment of bonuses, monetary penalties, and a bar from serving as an officer or director of a public company.

According to the SEC, evidence introduced at trial established that Maxim, with Jasper's knowledge, routinely granted stock options by using hindsight to identify dates with historically low stock prices. Jasper's staff then drafted false documents to make it appear that the options had been granted on the earlier date. This practice allowed Maxim to conceal hundreds of millions of dollars in expenses that it was required to report in its SEC filings. The evidence further showed that Jasper, with awareness of the backdating practices, repeatedly signed and certified Maxim's false quarterly and annual reports provided to the investing public.

The SEC previously settled its charges against Maxim and former CEO John Gifford, with Gifford (since deceased) paying over $800,000 in disgorgement, interest and penalties.

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