TMO Reports - SEC Charges Former Apple Attorney in Backdating Case

by , 2:25 PM EDT, April 24th, 2007

The U.S. Securities and Exchange Commission filed charges against former Apple General Counsel Nancy Heinen on Tuesday for her involvement in the company's improperly backdated stock option scandal. The SEC alleges that Ms. Heinen participated in fraudulent activities that caused Apple to under report company expenses to the tune of US$40 million.

Linda Chatman Thomsen, Director of the SEC’s Division of Enforcement, commented "When corporate officers enrich themselves at the expense of a company's shareholders, the Commission will hold the responsible individuals accountable, particularly where, as here, the responsible individuals are among those obligated to ensure that the company complies with all applicable securities laws and that its financial statements are accurate."

The SEC claims that its investigation into irregularities in certain stock option grants issued by Apple to executives revealed that Ms. Heinen was involved in several improper backdating incidents. The Commission accused her of falsifying documents so that Apple would not have to report certain expenses and signing fictitious documents from a Board meeting that never occurred in order to issue grants to CEO Steve Jobs at a more favorable price.

She is being charged with violating the anti-fraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, lying to Apple's auditors, and violating prohibitions on circumventing internal controls. The Commission is also seeking injunctive relief, disgorgement, and money penalties against Heinen, along with an order barring her from serving as an officer or director of a public company.

Miles Ehrlich from Ms. Heinen's legal team stated "It's simply unfair to single out Nancy Heinen for enforcement action from among the thousands of executives in hundreds of companies all over this country who've been swept up in these stock options cases."

Ms. Heinen plans to fight the charges against her in court.

The SEC also filed and simultaneously settled charges against Apple's former CFO Fred Anderson. The government agency alleged that Mr. Anderson should have been aware of the issues with the improperly backdated stock option grants and then taken measures to correct them.

Mr. Anderson agreed to a deal that includes a $150,000 fine and requires him to pay back $3.5 million in option grants. He is not required to admit any wrong doing, and can still serve on the boards or as a corporate officer for public companies.

The SEC also stated that there are no plans to bring any enforcement action against Apple because the company's "swift, extensive, and extraordinary cooperation in the Commission's investigation."