Daughter listens to dad pontificating about stock options, then decides on a better option of her own. by Sidney Rutberg “ H ey, Dad, what’s all the fuss about stock options? I thought they were supposed to help everybody that works for a company and also benefit shareholders since options aren’t worth anything unless the stock goes up.” “Well, Princess, that’s a very old-fashioned way of looking at them. In the old days options were issued at the price the stock was selling at the time or maybe a little higher so it didn’t have any value until the stock went up. You see, there’s no point in exercising an option if you can just go out in the market and buy the stock at the option price. The thing gets value when the stock price rises. So stockholders didn’t complain because they also benefitted when the stock price rose.” “Sounds good to me, Dad. So, what’s the problem?” “Well, there are lots of problems. For one thing the accountants decided that options had to be charged as costs based on some of the dumbest rules ever created. Since there is no measurable costs of options, and there was a lot of hollering about how options were diluting the number of shares a company has outstanding, and giving a lot of executives a free ride, the accountants decided that there had to be a price. Since there was no realistic way to value options, they came up with a formula that decided that stock prices of all companies would rise over time and that value had to be translated into costs for the issuing company.” “But, Dad, stock prices don’t always rise, do they?” “You certainly asked the right guy about that. I’m sitting with a lot of Ford Motor Company and General Motors stock that I’m still hoping to break even on, but I certainly wouldn’t base an accounting rule on that hope.” Sidney Rutberg is a contributing editor to THE SECURED LENDER. 86 “Well, Dad, let’s hope that most investors aren’t as clueless as you are.” “Don’t get cute, young lady. I’m trying to be serious for a change.” “OK, Dad, let’s get back to stock options.” “Fine. The fuss about options now is that corporations are messing around with the exercise price. Instead of pricing them at the market price at the time of issue, they are timing the issuance of options to come just before the company is about to make an announcement that will push the stock price up, or pricing them at the lowest price during a 30-day period, or backdating them or essentially trying to guarantee that the stock price will go up quickly and the option holders will be immediately rich.” “Is that legal, Dad?” “So far, the issuers have been getting away with it, but there is now talk that pricing an option just before a bullish announcement is tantamount to insider trading. And insider trading is a crime.” “Does that mean that they’re going to put somebody in jail?” “I don’t know, but it does make a lot of sense. Setting the option price just before an announcement that’s going to push the price up is really no different than finding out from an inside source that the company is about to announce a huge increase in earnings, and buying the stock before the announcement. You see, there are two sides to every stock sale. There are the buyer and the seller and when the buyer has nonpublic information that the seller doesn’t know, then the seller is being defrauded.” “Is that what happened in the Martha Stewart case?” “Not really, Princess. What Martha Stewart went to jail for was lying about having set up a stop-loss arrange(Continued on page 88) THE SECURED LENDER ment to have the stock sold when it reached a certain price. The jury didn’t believe her story.” “What’s a stop-loss arrangement?” “That’s a fairly common practice by investors and traders. The owner of the shares tells his or her broker to sell the stock if it reaches a certain price. This is a device to prevent the owner from just sitting by while the stock keeps dropping, wiping out any profit the stockholder may have had in the issue. If the gains are already wiped out, the tactic will limit the stockholder’s loss. “Thus, the name "stop loss." The tactic is not perfect. It’s set up by computer so if a stock hits the sell price at any time during the trading session, it’s sold, even if it shoots up in the next trade and finishes the day at a new high.” “That doesn’t sound like such a great idea, does it Dad?” “Well, in most cases it does work to stop losses or lock in gains. But it’s not foolproof.” “So, getting back to options. Do corporations use that dumb formula for determining their cost?” “Some do and some don’t. Some companies have given up on options and are giving employees stock instead. You see, you can get a pretty good idea of the value of a share of stock just by checking the market. You don’t have to use higher mathematics to figure something that on the face of it is based on a shaky premise.” “You mean the assumption that the price of a company’s stock will always go up.” “Right, young lady. You seem to be really listening. I wish your brother was that attentive. I may just give up on him. His mind seems to be completely absorbed reading magazines like Maxim and listening to those trashy hip-hop records.” “Dad, get with it. People don’t make records anymore. They make CDs or DVDs. There’s a lot more to life than balance sheets and P & L statements. In fact, I listen to all this boring stuff that you keep explaining because I have nothing else to do. I think I’ll go to the mall, where they have my kind of options.” ▲ 88 THE SECURED LENDER
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