LONDON, 24 July 2006 – The increased regulatory focus on the practice of executives backdating their stock options could have a major impact on the D&O market, with ramifications not just confined to North America, according to Aon Limited, a leading insurance broking and risk management specialist.
The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) is investigating at least 54 companies who have allegedly allowed their executives to backdate their stock option grants to benefit from the advantageous movement in share price. On 20 July 2006, the SEC and DOJ filed their first civil and criminal actions related to stock option backdating. Prior to the SEC and DOJ litigation, several civil cases had already been commenced by shareholders.
Insurers offering D&O policies are gearing up for increased claims activity from both criminal and civil actions. Some carriers are even contemplating whether to include backdating as a policy exclusion going forward.
While the ongoing litigation is currently US based, it is likely that the UK and Europe (where backdating is not allowed) will feel the ripple effect as major institutional investors, who have already been lobbying US regulators for stricter regulations and limitations on executive pay, prior to the backdating scandal, will be considering whether to join in any class action lawsuits in the US to protect their funds’ investments.
Adam Codrington, executive director within Aon’s Professional Risks unit, said: “At the moment there have been no insurer pay outs from a D&O perspective. However underwriters are paying a great deal of interest to this issue. As the scandal unfolds, we are likely to see much more focus on the cost of D&O insurance and a possible restriction of terms and conditions.
“At the very least, insurers will want to see very strict procedures and processes in place when it comes to the offering of stock options.”
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