Read The Recorder‘s roundup of the stock-option backdating scandal. There won’t be a test later … but there might be a subpoena.



The lawsuit alleges that from 2000 to 2005, Jasper “engaged in a scheme to illegally backdate stock options” and concealed “millions of dollars” of expenses as a result. The SEC claims that Jasper drafted “backdated memoranda” for the Maxim chief executive to sign. The SEC says Jasper knew or should have known what he was doing.

Maxim has yet to restate its earnings because of any past stock option problems, but this is expected soon. The company first admitted misdating stock options in January, following an internal investigation by Orrick, Herrington & Sutcliffe.

The company didn’t officially point the finger at its management, but Jasper resigned the same day the company issued a press release admitting to backdating. Gifford had retired from the company five days earlier.

Gifford’s lawyer, Irell & Manella’s David Siegel, said in a prepared statement that while his client “is disappointed that the SEC filed any action, it is clear that he is not alleged to have engaged in any intentional misconduct, and he did not receive any of the allegedly backdated options.”

Quinn Emanuel Urquhart Oliver & Hedges’ John Potter, who is representing Maxim, did not return phone calls seeking comment.

Morrison & Foerster historically served as outside corporate counsel to Maxim, but MoFo Chairman Keith Wetmore told The Recorder in October his firm played absolutely no role in stock option backdating with Maxim or any other clients. “In the case of Maxim, we may have been involved in plan drafting, but we did not give advice with respect to options administration,” which was handled by other lawyers, he said.

David Anderson, who heads Pillsbury Winthrop Shaw Pittman’s corporate investigations and white-collar defense team, was not involved in the Maxim suit but said the latest SEC charges continues the agency’s record of going after individuals instead of companies. Coming down on executives is often a more difficult task, he said.

“In a way, it could be characterized as a higher-level discipline at the SEC,” Anderson said.