by Al Sacco

BlackBerry Backdating: What RIM Execs’ Settlement Means (Hint: Not Much)

Feb 06, 20095 mins

This week, Research In Motion (RIM) executives ended an intensive, multiple-year investigation into the company’s past stock-backdating practices by settling with Canada’s Ontario Securities Commission (OSC) for US$62.5 million (C$77 million). The fines will be paid back to the company by RIM executives, one of whom will also be required to temporarily cede his post on its board of directors—though he’ll stay on as co-CEO. While $62 million certainly is not chump change, and RIM’s board probably isn’t pleased with losing one of its own, the backdating scandal shouldn’t have much of a lasting effect on the BlackBerry-maker, its products or its customer base. Here’s why.

images of RIM co-CEOs Mike Lazaridis and Jim Balsillie
RIM co-CEOs Lazaridis and Balsillie

First, a definition of stock backdating: “Backdating” in general means to assign an earlier date to something. For corporate stock options, backdating means to an assign an earlier, more favorable date and valuation of stock than is accurate when options are granted, so investors can potentially claim a larger benefit in the future. Backdating isn’t always illegal either; it’s when companies neglect to properly report their actions that trouble comes into play, as is the case with RIM.

RIM’s backdating indiscretions reportedly took place over the course a decade, from 1996 through 2006, until regulatory bodies like the OSC and the U.S. Securities Exchange Commission (SEC) began cracking down on companies and enforcing more strict regulation. In fact, in July 2006, the U.S. district attorney for northern California, whose jurisdiction covers the Silicon Valley area, launched a stock-option-grants-specific task force because the problem was getting so out of hand. (The practice was so common in the heady days of the late ‘90’s and early 2000s, even heavies such as Apple, Dell, Broadcom and McAfee were all backdating stock options to some extent—and all have been prosecuted for it.)

Now a breakdown of the fines levied against RIM’s executives: The total sum that Co-CEOs Mike Lazaridis and Jim Balsillie, along with RIM COO Dennis Kavelman, must pay back to RIM is roughly US$55 million (C$68 million), which the Canadian regulatory body says will cover any remaining backdating-related losses, as well as the costs of the company’s investigation. The backdating itself generated an improper gain of roughly US$53 million (C$66 million), according to reports, though half of that amount has already been repaid to the company by RIM employees.

The three RIM executives will also have to pay some US$7.25 million (C$9 million) in fines to the OSC. And in addition to the monetary penalties, Balsillie will be forced to step down from his position on the company’s board of directors for at least a year.

Okay, that’s a lot of numbers, but what does this all really mean? For one thing, RIM can now put an end this sorry chapter of its history. Balsillie’s comments after the OSC hearing on Thursday suggest this can’t happen too soon.

“[W]e are very pleased to put this behind us,” Balsillie told Canada’s Globe and Mail. “We take full responsibility, and accept that we’ve made mistakes. … We don’t duck it one bit.”

The U.S. SEC is also investigating RIM for backdating, but the company says it has already made a separate offer to settle those charges, and it looks as though the terms will be accepted.

Both OSC settlement, and the whole Barack Obama BlackBerry drama, ought to keep RIM in the news for a bit. And that’s actually a good thing, at least if you believe that all

publicity’s good publicity, and you’re fighting a rival named Apple that has a knack for staying in the news.

The company’s board will have to do without Balsillie until mid-2010 at the earliest, but he has been allowed to stay on as Co-CEO, so the revocation of his board post is really just a slap on the wrist. And the company itself doesn’t have to pay a dime, though it agreed to bring on a new “corporate governance consultant.”

To sum this all up: Backdating may be back in the news today after a quite some time, and that might give RIM a metaphorical black eye. But it won’t be long before the RIM case dies down and all of this is forgotten. The BlackBerry-maker should come away from the situation mostly unscathed, as it won’t hit the company’s coffers and the blame for the backdating has largely been placed on individual executives, who have agreed to take their medicine without complaint.

There may have been a time in the past when a multi-million dollar stock option scandal would’ve sent a CEO—or CEOs—packing. But thanks (or no thanks) to the misbehavior of countless corporate giants in years past, stock-options backdating is now merely frowned upon, and when the day’s over, business goes on as usual.


BGR via Globe and Mail

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