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Corporate Fraud in Executive Option Awards

In 2004, Ross finance Professors M.P. Narayanan and Nejat Seyhun's research revealed that thousands of corporate executives were systematically backdating their executive option awards to pocket hundreds of thousands of dollars in extra compensation illegally.  The authors’ research proved difficult to publish, however. Referees and editors refused publication because the authors were “accusing the captains of American industry of outright fraud." Eventually, following dozens of press appearances between 2004 and 2006, the attitudes changed.  Soon afterward, the floodgates of civil and criminal lawsuits opened, following a Wall Street Journal story truly accusing the top executives of outright fraud. Finally, one editor relented in 2008 and the research was published as is. Subsequent investigations indeed found that many executives, in collusion with the board of directors as well as the company human resources executives, went so far as to make up fake meeting dates and fake meeting minutes and fraudulently altered corporate documents to perpetuate their fraud.  Finally, the U.S. Securities and Exchange Commission changed the option award rules to end option-award backdating. Narayanan and Seyhun's research underlines the importance of good corporate governance policies in containing executives’ worst instincts and stopping them from preying on their own shareholders.