Life is so unfair, says Rambus!

October 19, 2007

Back at you, SEC bureaucrats. That’s more or less what Rambus Inc. (RMBS) said in two 10-Qs filed Wednesday.

In both filings (first quarter and first 6 months), the company chose to list as a risk factor the “uncertainty” created by changing standards of corporate governance and disclosure. In particular, it griped that many “new or changed laws, regulations and standards are subject to varying interpretations…due to their lack of specificity.”

A bit nervy, perhaps. As this press release explained, Rambus was filing late, and for an all-too familiar reason: the conclusion of a stock option investigation. Between compensation expenses and the cost of the investigation, Rambus’s backdating adventures generated about $34M in charges for the first half of 2007, on top of $70M in related expenses and accruals already announced for 2006.

Of course, Rambus’s complaint about vague legal standards has validity. The rules public companies must live by are far from perfect; many are baffling, and some just plain silly. But Rambus would not be my nominee for official spokesman about such matters, given the past options practices its own internal investigation turned up (as described last month in a tardy 2006 10-K).

In a report that covered 1997 through 2004, Rambus’s Audit Committee said that “nearly all employees” got backdated options, and that in many cases the backdating was “intentional, not inadvertent” and was helped along by falsification of documents. The report also noted that some of the firm’s past CFOs and comptrollers “should have taken steps to become aware of the proper accounting rules for stock option grants.”

Sometimes, as is the case with granting and accounting for stock options, the rules are pretty straightforward and people just decide to break them. Or perhaps they just don’t bother learning them at all.

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