July 9, 2003
Today’s problem for the day
Today’s problem for the day (as sent by a community member): Does anyone understands how the proposed Microsoft plan to have employees sell underwater options to JP Morgan works? It would seem options registered on an S-8 are generally not transferable (See General Instruction A to Form S-8) but perhaps an S-3 could be filed or something. Is this a tender offer by Morgan? Also, if the option agreement provides for nontransferability, or if the plan documents provide for nontransferability, can those provisions be waived without shareholder approval as a material amendment? What are the accounting issues associated with an amendment? We will post answers soon – but if you have any thoughts, send them to broc.romanek@thecorporatecounsel.net.
For TheCorporateCounsel.net subscribers, we have posted an interview with Geoff Morgan of Michael, Best & Friedrich on State Laws that “Wanna Be” Sarbanes-Oxley at http://www.thecorporatecounsel.net/member/InsideTrack/07_09_03_Morgan.htm.