PCAOB’s position on spring-loading

Cite this Article
Bill Sjostrom, PCAOB’s position on spring-loading, Truth on the Market (July 31, 2006), https://truthonthemarket.com/2006/07/31/pcaobs-position-on-spring-loading/

PCAOB recently issued an audit practice alert entitled Matters Related to Timing and Accounting for Option Grants. The alert mostly addresses option backdating and potential resulting improper accounting. Spring-loading is only mentioned in a footnote on page 2:

In addition, academic research has suggested the possibility that some issuers may have purposely granted options immediately before the release of information that the issuer believed would be favorable to its share price. While these practices may not result in the granting of discounted options, they may create legal or reputational risks and raise concerns about the issuer’s control environment.

This is a rather equivocal statement, especially compared to what the alert says about backdating. It seems to say that if the lawyers sign-off on spring-loading and the company has appropriate controls in place, there is no accounting issue. As I said before, to get the securities lawyers comfortable, I wouldn’t be surprised by companies adding disclosure along the lines of “we may from time to time purposely grant options immediately before the release of information that we believe will be favorable to our share price.”  The tax lawyers, however, could be a different story.