Ex-Apple General Counsel Settles Backdating Charges With SEC - InformationWeek

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Ex-Apple General Counsel Settles Backdating Charges With SEC

The complaint accused Heinen of fraudulently backdating two large options grants to Apple senior executives, including CEO Steve Jobs.

Nancy R. Heinen, the former general counsel of Apple, has reached a $2.2 million settlement with the Securities and Exchange Commission, which had charged Heinen with illegal backdating of stock options awarded to executives, the SEC said Thursday.

In the settlement, Heinen is barred from serving as an officer or director for any public company for five years and cannot appear or practice as an attorney before the SEC for three years. In agreeing to the settlement, Heinen did not admit to any wrongdoing.

The settlement stemmed from an SEC complaint filed in April 2007 in federal court in Northern California. The complaint accused Heinen of fraudulently backdating two large options grants to Apple senior executives. The first grant, in February 2001, was for 4.8 million options to Apple's executive team. The second, in December 2001, was for 7.5 million options to Apple chief executive Steve Jobs. Jobs was cleared of any wrongdoing.

Backdating options to enable executives to pay a lower price for higher-priced stock in the future is not illegal, if it is properly disclosed to the SEC. Heinen was charged with committing fraud to conceal the action, which resulted in Apple underreporting its expenses by nearly $40 million.

Heinen was a member of the Apple executive team that received backdated options. The $2.2 million she agreed to pay the SEC included the $1.6 million she made on the stock, plus interest and penalties.

In the executive team's options, Heinen was accused of directing her staff to prepare documents falsely indicating that Apple's board had approved the grant. With Jobs' options, Heinen was charged with signing fictitious board minutes stating that the board had approved the grant to the CEO during a "special meeting" that the SEC says never occurred.

In a separate settlement with the SEC, former Apple chief financial officer Fred Anderson agreed in April 2007 to pay back $3.5 million in profits from grants he received, and to pay $150,000 in penalties. Anderson did not admit to any wrongdoing. The SEC charged Anderson with failing to ensure that Apple's financial records were accurate.

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