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Friday, September 22, 2006

Cablevision Grants Underground Options
Submitted by: Patrick McGurn, ISS Executive Vice President and Special Counsel

Leave it to governance misfit Cablevision Systems to bring the ongoing backdating scandal to a new low point. Disclosures of a backdated, after-life option grant to a close ally of the controlling and dysfunctional Dolan dynasty will provide new fodder for the headline writers of the nation's newspapers and will fuel calls for the mercy killing of stock options.

In coming days, you should expect to see banner headlines screaming: "Pay For No Pulse" and "Can't Fog a Mirror Grant." Leading the parade, Columbia Law Professor John Coffee dryly quipped to the WSJ this am that "trying to incentivize a corpse suggests (the board) was not complying with the spirit of shareholder-approved stock-option plans." I checked the plan text and I can say that Jack is right, shareholders didn't authorize Sixth Sense grants.

Shareholders looking for those to blame for the posthumous payout should push to learn the name of the compensation consultant who apparently received options in lieu of his or her fee (also not properly accounted for) and "directly participated in the options dating process." A career death penalty would be the appropriate investor response.

Two directors, who saw the "I pay dead people" grants take place on their watch, have surrendered their seats on several key boardroom panels. Shareholders might wonder why these directors haven't been shown the boardroom exit door.

Cablevison continues to earn its reputation as one of the worst governed companies in the US. The Zombie grant practices on display here are additional proof that the company's governance practices have been spirited away.

What's your view?

Comments

Great stuff Pat! Perhaps even more troublesome is that the company improperly granted options to a compensation consultant options accounted for them as if he were an employee. So far, the compensation consultant hasn't been identified (apparently, the award was cancelled in 2003) -but this raises all sorts of red flags as "the company also said the consultant 'directly participated in the options dating process.'" Lesson learned: Board cannot solely rely on compensation consultants to do the right thing.

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