The Requirement to Expense Options: A Reactionary and Deleterious Response to Outrage

38 Pages Posted: 9 Jan 2008 Last revised: 5 Feb 2009

See all articles by Thomas P. Ferguson

Thomas P. Ferguson

Washington University in St. Louis - School of Law; Washington University in St. Louis - John M. Olin Business School

Date Written: February 3, 2009

Abstract

In 2004 the Financial Accounting Standards Board issued Financial Accounting Statement 123R which, among other things, mandates that firms report the estimated "fair value" of employee stock option grants and other forms of equity compensation and apply the expense to their reported earnings. This paper argues that the reasons FASB provides for the necessity of this change - accurate accounting for a value given, comparability among other domestic companies, and comparability internationally - are not only goals that are not met by the change, but that the implementation of FAS 123R is actually a reactionary measure to public outcry and outrage over excessive executive compensation and is designed to reduce executive compensation. Further, even if this surreptitious purpose - which is outside of FASB's scope - is met, it is met in a way that fails to further investors' information needs and fails to offer new comparability efficiencies.

While the focus of my inquiry and analysis regarding FAS 123R is on employee stock options, primarily to executives, because options are often granted as just a part of a compensation package they must be addressed in the context of an entire employee compensation package, particularly an equity compensation component. Thus Parts I and II of this paper discuss executive compensation and equity compensation generally. Part I very briefly introduces equity compensation. Part II focuses on the general social and economic issues surrounding executive compensation, particularly equity compensation. Equity compensation is presented in the context of contemporary discourse, discussing bargaining issues, equity effects on manager behavior, necessity to the firm, and public perception. Part III introduces two administrative actions designed to address these issues, FASB's FAS 123R and the SEC's more recent requirement of a Compensation Discussion & Analysis. Part IV addresses FASB's main justifications for implementing FAS 123R and finds that those justifications are fallible in that they are either (at best) debatable or (more likely) simply incorrect. Finally, Part V presents the idea that FAS 123R may help to chill outrage, argues that outrage is the driving factor behind FAS 123R, and discusses some of the economic and financial effects of the implementation of FAS 123R.

Keywords: 123R, Options, Expensing, fair value, ESOs, FASB, Executive Compensation

JEL Classification: J33, J38, K22, M14, M52

Suggested Citation

Ferguson, Thomas P., The Requirement to Expense Options: A Reactionary and Deleterious Response to Outrage (February 3, 2009). Available at SSRN: https://ssrn.com/abstract=1081472 or http://dx.doi.org/10.2139/ssrn.1081472

Thomas P. Ferguson (Contact Author)

Washington University in St. Louis - School of Law ( email )

Campus Box 1120
St. Louis, MO 63130
United States

Washington University in St. Louis - John M. Olin Business School ( email )

One Brookings Drive
Campus Box 1133
St. Louis, MO 63130-4899
United States

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