Stock Options Abuse: Jail or Restraining Orders?

Which is a better deterrent to crime: jail sentences, or restraining orders?

We normally apply these sanctions against perpetrators of domestic violence, or robbery. But what about the scandal du jour—endemic stock option abuse?

Which is a better deterrent to stock options abusers: prison sentences, or structural reform around corporate governance?

The latest twist in options backdating? The practice has now been found among directors, not just executives. This is the lesson from a Harvard / Cornell / INSEAD report.

"In the data, we found that directors’ grants are equally susceptible to manipulation," Bebchuk said.

A “lucky” director grant was more likely at companies where executives received lucky grants, the study found. And firms with a higher incidence of lucky option grants were more likely to have governance practices considered unfriendly to shareholders, such as a minority of independent directors on the board.

The firms were also more likely to have "entrenching" bylaws, which make it difficult for shareholders to remove directors.
The study is not the first to raise questions about a possible link between options backdating practices and board governance practices. A study by the Corporate Library of 120 companies implicated in backdating found a high incidence of interlocking directors, or directors who served on more than one company that backdated.

The study suggested that backdating practices may have spread from company to company through these interlocking director relationships.

The disease metaphor is very tempting—practices that may have “spread from company to company through interlocking director relationships.” That sounds like the right answer is quarantine—Chinese walls—house arrest—restraining orders. In other words, reform.

Tempting, but extremely expensive. The US is already an overly litigious society and businesses are creaking under regulatory weight.

Using reform to solve trust issues is like using contraceptives to control the deer population—humane, but very costly, and hard to administer.

Punishment is not the preferred vehicle of reformers. But it may be just the right medicine for trust violations. Selective, highly visible, publicized, strong sanctions, particularly prison.

Many argue that prison is not a deterrent against crimes of passion, and only fosters recidivism. Precisely the opposite can be said about corporate executives and directors. Their crimes are coldly conceived, and prison to them is likely a huge dose of ice water. Jeff Skilling’s conviction and sentencing has already prevented more Jeff Skillings, I suspect.

Trust violations at the board level don’t require Chinese walls, but Chinese prisons. Sanctions are far more efficient, and probably much more effective.

Tips, Tricks and Trust

When I give seminars or training sessions, I often begin by asking for participants’ expectations. And reliably, at least one of the first two will say, “I’d just like to learn some tips and tricks to become more trusted.”

Tips and tricks to become more trusted.

Of course, my first reaction—which I’ve learned to stifle—is to think, “Who do you think you’re kidding! You’re not going to get anyone to trust you with some slick trick!”

Occasionally, if I’m feeling testy, I’ll ask the participant, “Tell me—when was the last time you went to a session like this where you actually got a great “tip” or “trick”—and what was it?” Usually, I get a panicked, blind stare.

But the truth is, who am I to get sarcastic? Because I do the exact same thing myself.  And the most popular posts on this blog have been my Wednesday "trust tips" series. 

When I listen to others’ DVDs or speeches or articles, I too am looking for that one little “aha!” that will give me some kind of great insight. And if not a great insight, I’ll settle for something that gives me an incremental nudge in the right direction.

Something that’s pretty easy to do.

So, it would seem that my attendees and I are all looking for the same thing. Ideas that are low investment and fast payback. In fact, we value those over high return. Fast, easy, and directionally right beats ROI, if it requires high I.

But I’m not sure I’ve got it right, and I don’t want to give in easily to the desire for “fast, easy and directionally right.” Not entirely anyway.

I do believe that becoming trustworthy is at least as much about mindset as it is about skillset. You actually have to change your attitude. You can’t fake it ‘til you make it, or just act your way into good thinking.

But since I’m guilty of the same desire—let me take the cotton out of my ears and put it in my mouth, and listen to you.

What’s the role of tips? What are some great “tips” you have heard? What made them great? And what is the right balance between serving up “tips” and the harder work of becoming trustworthy? Let’s get some dialogue going.

Trust, Risk – and the Chevy Tahoe?

One of the biggest reasons sellers and marketers don’t become trustworthy is that they chicken out.

At the last minute, they can’t give up control. They’ve got to tweak the truth just a bit; or whine just a touch to get the sale this quarter; or massage the message just a tad. And poof—self-orientation rears its ugly head, and customer trust plummets.

Enter Campbell-Ewald, ad agency for Chevy’s best-selling SUV, the Tahoe. They decided to accelerate into the fast-lane of consumer-driven, internet-age advertising. They bought an entire episode of Donald Trump’s The Apprentice and made it about how to market the Tahoe. During the episode’s ads, they invited consumers to create their own online ads at chevyapprentice.com.

Now, you may be thinking—as I was, reading about this in Wired—OK, the heartbeat of America is about to suffer cardiac arrest as every flamer, Tarantino-wannabe, and enviro-terrorist piles on to Chevy’s website, and Detroit’s beige marketers pull the plug faster than you can say Holy Heartland!

Well, so much for my stereotyped thinking. (Plus, I stopped watching The Apprentice after Season 1). The site did in fact get a large number of creative SUV-bashers. (The text-over of one went, “Global warming…Think about what we’ve destroyed…Enjoy the longer summers!…because you suffer from penis envy…the Earth is now your bitch…FUCK THE EARTH. GET YOURS.”)

But Campbell-Ewald and Chevy hung tight. They had expected it. They knew that was the price of being in a consumer-driven, open medium. Ed Dilworth, a Campbell-Ewald exec, says the era of control is over: “you can either stay in the bunker, or you can try to participate.”

The results proved them right. Participation per se is positive. The campaign had significant positive effects on sales, both during and after the program.

This tale is only nominally about the new economy, web advertising, etc. What it’s really about is basic human nature.
People want to be heard. Sellers who hear them, in the voices they choose to express themselves, are the only sellers who become trusted.

Most sellers and marketers, instead, react from fear. They see buyer expression as something to be controlled, channeled, and steered. Hence we get “closing,” objection-handling, lead screening, metrics, scripting and CRM systems.

And what they breed is mistrust.

There are a million ways to say it. “Before people care what you know, they want to know that you care.” “The best way to get what you want is to help others get what they want.” “If you listen to what people say, they will then listen to you.

That’s how trust works. In Detroit, Mumbai, Shanghai and New York. It’s a people thing.

 

Trust Tip 26: Check Your Ego at the Door

What do we all do before the sales presentation, the big pitch, the final report? Usually, we rehearse until the last minute, fine-tuning and tweaking, building energy and adrenaline, all geared to peak at the final event.

Don’t go there.

By the time of the event itself, about 95% of the outcome has been pre-determined—you just don’t know the answer. The slideset will do what it will do; the political alliances are all in place; personal chemistries are what they are; and if there’s a fix, it’s in.

In fact, trying to wrestle that last 5% to the ground is more likely to annoy than impress the client. You’ve got precious little upside, and a lot to lose.

It doesn’t have to be that way. Next time, try something different.

Next time, stop for 15 seconds in the hotel room. Or in the restroom before the meeting. Or even just outside the meeting room itself on your way in.

Stop, and let this thought take over: “Let me check my ego at the door; let me be a channel for the great things I can offer this client.” Then walk in the door—with no concern for the outcome.

Things are what they are at this point. The event itself is either a ceremony or a scripted play (which you didn’t write). You now have very little power to alter the outcome.

So—give it up. Detach from the results. Stop trying to control things. Let your mind think simply, what can I do in this meeting to be of help to these people? I know lots of great stuff; how can I best channel it to them?

If you think that way, your 95% odds will surely get no worse—and you will get fewer ulcers worrying about the result. Whatever flexibility is left will work in your favor if, at this late date, you’re seen to be helpful rather than shading that last little point, tweaking that last little comment.

If you’re religious, call this a prayer. If you’re spiritual, make it your mantra. If neither, then just call it a pre-flight checklist.

Check your ego at the door. Be a channel. And when you’re done, walk out with a feeling of graciousness that you behaved with class.

 

Why You’re So Predictable

Fortune talks about recommender systems.

Take Amazon’s “if you liked The Da Vinci Code, you’ll love Blink.” Now move from book-to-book relationships into book-to-other relationships: “If you liked the Da Vinci Code, you’ll like a Jura Capressa espresso maker.” That’s a recommender system.

Fortune’s example is www.whattorent.com, helping slackers save time at 10PM Friday night at the local (at least, still here today) Blockbuster by predicting what movie they’ll love.

Fortune interviewed whattorent’s two founders at a coffee shop, and put them to the ultimate test: pick two strangers in this restaurant, and—just by observing them—guess their favorite movie.

They settle on a guy and a young woman. After much clever psycho-babbling, the founders guess: Starship Troopers for Joe, Roman Holiday for Renee.

And wouldn’t ya know it—they’re dead right.

You can hear Fortune cuing up the PGA graphic—“these guys are good!” And indeed that’s our reaction—wow, how could anyone pull that off?

But wait. What if we’re mixing up cause and effect? Maybe it’s not that two twenty-somethings are great predictors. What if we’ve just all gotten way more predictable?

Everyone had their favorite Beatle. If you preferred John to Paul, it said something about you—to everyone. Because everyone had a common reference point. The Fab Four were global litmus tests.

Since then, culture got way more global. Africans wear Arizona t-shirts; Valley Girls know Tibetan monk choirs. The weapons of mass dispersion are well known—iPods, MySpace, YouTube, Hollywood.

Everyone wants to be different—but we share referent points from which we diverge. Jeans, music, hair, slang… Take five variables with five values each: five to the fifth power is 3,125 combinations. Sounds like a lot, but it’s based on a small set that’s easy to reverse-engineer.

People don’t predict us: we self-identify, and the code is easy to read. Marketers love this stuff.

Ironically, it also makes it easier to trust others. When a British Stones fan meets a Jagger aficionado from Beijing—the world shrinks.

The question is: can we keep the diversity while enhancing the trust?
 

Trust on the Amtrak

I was on the afternoon Amtrak Acela Express from Boston to New York.

I got on at the Back Bay stop in Boston (the second stop), and went to the next-to-last car, designated as the Quiet Car. It has signs posted asking customers to talk quietly, and to not use cell phones.

After a while, a genteel-looking woman seated in front of me began to talk on her cell phone. The woman seated next to her clearly made some annoyed gestures, and a man two rows further up turned and glared at her. The call ended.

An hour later, her phone rang and she began to talk again. Again, the gentleman turned and glared. Her seatmate said, “this is supposed to be a quiet car,” and pointed at the no cell phone sign.

“The conductor told me when I got on that since the train was pretty full, we didn’t have to be quiet in this car,” the lady responded. Though she did get off the phone.

45 minutes from New York, the conductor came through, and the lady asked him, “didn’t you tell me we could ignore the quiet sign in this car?” Her tone said she expected vindication. Her seatmate and Mr. Two-Rows-Up turned in anticipation of the ratification of the policy and to watch Ms. Violator get her come-uppance.

“That’s right lady,” said the conductor, “we were pretty full, so talk all you want.”

He left. Unspoken emotions of triumph on her part. Sullen resentment on everyone else’s part—including me.

The lady wasn’t at fault here, the conductor was. He must have overruled the policy on the way out of South Station, but never mentioned it to those getting on at Back Bay, 128, Providence etc.

The point is not to be rigid about policies. They’re made to be broken. The point is, if you’re going to break them, say so.

One of the most fundamental requirements for trust in the workplace—with customers, employees, partners—is to be clear. Clear about intent, clear about roles, clear about expectations. That doesn’t mean rigidity—it means be clear about change.

I still love the Acela, though. The conductor may have been sloppy at trust-based customer relationships, but if I let it ruin a nice train ride—well, that would be on me.

Trust, Betrayal and the 9/11 Jumpers

Several months after 9/11, I had dinner with friends—a couple from New York. One’s a doctor, the other runs a small business. Both are well-educated, successful people.

They told me that the press had hushed up a major disaster affecting the PATH system (stands for Port Authority Trans-Hudson Rail; they run light rail trains from New Jersey to Manhattan, including one that went to the World Trade Center).

According to them, a PATH train had been trapped by the disaster underneath the Hudson river, where victims lay, un-rescued, for a week, finally succumbing to some combination of fumes, or heat, or starvation—my friends weren’t clear on the details.

“This was such a shocking thing,” they told me, “that the federal government asked the media to keep silent about it. It would have been too horrible for the country to handle at that point. And the press agreed to it.”

“That’s completely ridiculous,” I said. “You’ve been reading too many conspiracy novels. If that had happened, the NY Times would have been all over it. They wouldn’t give in to government censorship, and they wouldn’t have self-censored it either—that would have been a huge story.”

“They do it all the time,” my friends said.

“Oh please,” I replied, "you’re contributing to an ugly urban legend."

“Oh yeah? Well, they covered up the jumpers from the World Trade Center. Didn’t talk about it, didn’t hardly write about it, didn’t publish pictures. But those pictures were all over the UK and Europe.”

I was shocked. Somehow, I had only been vaguely aware of the jumper stories. The US press in general did in fact downplay the shocking stories and pictures—in my case, very effectively. I had had the general sense that there were only a handful. (A year later, USA Today estimated that 200 people had chosen to jump.) I hadn’t at that point realized how widespread the coverage was outside the US, having not travelled in that time frame.

This didn’t alter my opinion about the PATH train story. But I realized I no longer had a basis to tell my friends they were wrong. They knew more truth than I did.

More importantly, I realized that the very source I relied on to inform me about certain events had intentionally and successfully withheld information from me about precisely those kinds of events.

Transparency plays a powerful role in trust. Powerful enough to overwhelm good motives on many occasions.

If we have good reason to believe we have the whole story, then we trust the message. If we believe we haven’t got the whole story, then we don’t trust it.

And if we thought we had the whole story—then find out we didn’t, because of the messenger of the story—trust takes a very big hit indeed.

This is partly about the psychology of the one who feels betrayed, not about the editorial policy of a messenger (the Times in this particular case). But it’s interesting to ask: other than choosing whether or not to print the pictures or write the stories, can the messenger do anything to avoid making the recipient feel betrayed?

Put this way, the answer is yes. It’s incumbent on messengers (whether public newspapers, or individuals in private conversations) to let the receiver know some sense of what the boundaries are.

There is some ambiguity required here: if the newspaper is too specific (e.g. "our policy is not to write stories about large groups of people who hurl themselves from buildings") then the list of "policies" is endless, and we are left asking every day, "did large numbers of people hurl themselves from buildings today?" This is why we give up reading the fine print on legal documents.

On the other hand, if you leave it too vague—nothing beyond "all the news that’s fit to print"—you create the demand for disclosure of more specific criteria.

We will accept being uninformed if we have a shared understanding of the general boundaries of the non-information. (Think, "too much information, please!" on a Saturday Night Live skit). Trust requires a shared understanding of context. Absent that shared understanding, we experience betrayal.

Is Strategy a Mind Game?

Bear with me: this one’s going to get all abstract on you before it comes back to earth.

Tiha von Ghyczy is a fellow of the Boston Consulting Group’s Strategy Institute, and teaches at Darden Business School. In the current issue of BCG’s long-standing Perspectives series, he writes about the concept of space in strategy:

"In strategy…the ultimate objective is to change human behavior."

"Thought must precede strategy."

"Strategy is a particular form of social coordination across scales of space and time that can be bridged only by articulated and shared thought…"

"…segmentation [that is] driven more by the availability of data than by strategic inquiry and conscious spatial construction…is merely a deceptive simulacrum if the thought process that could influence other minds and give rise to more thought has been absent."

"In strategy, the proof of the soufflé is in the making."

Now, the Boston Consulting Group is one of the world’s premiere strategy consulting firms. They view their job as applying brainpower to issues of corporate (usually competitive) strategy, and they are very good at both—brainpower and strategy.

But with all due props to von Ghczy and BCG—they overrate the role of the intellect. And that’s not good for strategy or business in general.

The insistence that “thought must precede strategy” exactly parallels a common mistake among scientists and social scientists: the belief that in order to predict something, you must be able to explain it.

Both beliefs fly in the face of common sense.

Take explanation and prediction first.

A lot of people believe the severity of a winter can be predicted by the length and color of a caterpillar’s “wool,” by the thickness of apple skins, and by the thickness of animal fur and corn tassels (all of which, by the way, predict a mild winter in the US this year).

Suppose those measures had a 50-year track record of 95% accuracy; would you reject the predictions because you didn’t understand the biochemistry of caterpillars?

How about an old man whose bunions always hurt before a rainstorm. Should he doubt his predictions because he doesn’t understand why they’re right?

Mankind for millennia observed that the sun rose in the east and set in the west, and for millennia they had either no explanation, or ones that were wrong. Yet, I suspect, no one bet against the sun rising in the morning.

For any given phenomenon, an infinite number of explanations can be generated. (The late Sidney Morgenbesser, philosophy professor at Columbia, said, “take a bachelor up in a plane. Push him out. How fast does he fall? 32 feet/sec/sec. There you have it—the law of falling bachelors. Now take a spinster…”) None may be right, and none are required to predict.

Commonsense tells us that trees fall in the forest when we’re not there; that facts are independent of our knowledge of them; and that the brain is not a necessary requirement for doing some very smart things.

Now let’s move to strategy and the intellect.

McCrory Stores was a US Five and Dime store founded in 1882 that lasted for 110 years—a very long time for a retail chain. If one chose to measure success by survival (e.g. “Built to Last”), it’s a good candidate. Its strategy, I would suggest, had nothing to do with an internally thought out idea. In fact, it was driven by an instinct for local—at the neighborhood level—adaptation. As a chain, the company had almost nil brand presence, but superb survival instincts. Nobody articulated that as their strategy. The strategies they did articulate died in the face of the corporate culture—and thus the company survived.

Take the Japanese auto industry. At a macro level, the fact that Japan is an island nation made it dependent on exports, and gave them a view of the market as large and global, with their share being small. This naturally led to a growth strategy—precisely the strategy for success in a global market. It came from a "mindset" but not so much from the cognitive activities of the mind.

By contrast, the US industry worked from the unconscious assumption of a fixed market (about 220 million people, betwen the Atlantic and the Pacific, between Canada and Mexico, speaking English. etc.), within which the US players had significant shares. That led them to think margins, competitive supplier relationships, and "trading up." None of which served them well, despite buying a lot of strategic thinking.

The Japanese success had to do with cultural values like a passion for perfection and an export mentality; the auto companies were probably larger consumers of manufacturing consulting than of strategy consulting.

Japanese corporate strategies—unlike strategy in the US and Europe, dominated by the “thought comes first” view of strategy—traditionally evolved through finely tuned social interactions, communicating very effectively at a detailed level, driven by common norms, without the requirement for abstract thought to lead the way.

Thought does not have to precede strategy. An insistence on explaining things doesn’t mean things "must" be explained. (This viewpoint parallels that of philosophers like Hegel who end up saying things like the Real is the Mind. There are virtues of that branch of philosophy, but alignment with commonsense is not among them.)

Values-driven organizations succeed without much conscious strategy; and the right values can be selected as much by instinct as by intellect.

This cult of cognition is not driven by strategists alone. Brain-worship is a cultural affliction largely of the business intelligentsia of the US and Europe, manifested also in the academicization of business schools and the popularity of quantitative analytical techniques both where they’re useful (e.g. Wall Street) and not (e.g. human behavior).

It’s the same bias that leads us to dehumanize human relationships in business. It is a trend that mitigates against emotional intelligence, feelings, and relationships.

Oh yeah. And against trust. Toldja we’d get there.

Trust Tip 41: Multiply Transactions by Ten

Put six toothpicks on the table in front of a friend. Lay three of them in the shape of an equilateral triangle. Ask your friend to arrange all six toothpicks so that in total, they create four equilateral triangles.

When they finally give up, reveal the secret:—create a four-sided pyramid. The “trick” is to think in three dimensions. Obvious once you see it—but when it’s presented in two dimensions, that’s how we frame the problem.

So it is with business “problems.” They present as conflicts of interest: how can I get the sale, how can we bargain for a better price, how can I get them to increase the scope, how can I get a higher salary, how can I get the staffing I want on this job?

Just as the tabletop has two dimensions, so does this view of problems. The first dimension is “fixed benefits,” the implicit belief that this is a zero sum game—my gain is the other’s loss, and vice versa.

The other dimension is “one off,” the idea that this is a unique, one-time event.

To solve the problem, you need to notice the third dimension—which for business problems is time.

Imagine the business problem happening not just once, but recurring ten times in the future. Ten negotiations over scope creep; ten salary reviews; ten buying presentations; ten terms and conditions discussions.

If you envision doing something ten times, two things become clear. First, you’d do it a lot more efficiently. Second, both parties benefit.

Instead of negotiating whether Mary or Suzie gets staffed on the job, you decide to alternate. Result: easier, faster, cheaper, less contentions decisions—plus career planning options for both Mary and Suzie.

Instead of ten price negotiations, you discuss fairness over the long run. Net benefits: the ability to vary amounts and terms across jobs, more harmony, reduced time and costs per job.

The time dimension is the difference between a transaction and a relationship. Focusing on relationships nurtures transactions; focusing on transactions starves relationships. Relationships are more profitable for both parties, due both to decreased costs and a greater range of benefits. Relationships drive both efficiencies and effectiveness, and cut elapsed time.

Most customers are amenable to this approach. A minority are not. Those who are not are the ones to let your competitors “win.”

“Relationships” and “transactions” are cumbersome concepts. They need rephrasing to work as a “tip.”

So—when you see toothpicks on the table, think “add a dimension.” When you are presented with a business problem—multiply by ten.

The November Top 5!

Thank you very much to everyone who read, commented or linked to these posts.

Trust Tip 14: More Hard Talk about Soft Skills
Everyone knows you’re supposed to listen with your complete attention.  But how can you do that if you’re thinking about what you’re going to say next?  The answer is, you can’t.  Here’s how to stop thinking about what you’re going to say next, so you can actually listen.

A Little More Outrage, Please!
Roger Parloff, Fortune’s Senior Editor for Legal Affairs suggests in a column that the cost of the options backdating scandal isn’t as high as people are making out.  Not only does that smack of making excuses, doesn’t it miss the point of why executive fraud deserves outrage?

Trust Tip 13: Hard talk about a soft skill

There are a lot of methods fro improving your listening skills, but they all miss the point.  If you’re trying to catch someone’s body language, or your next question, then you aren’t actually paying full attention.

Charles Handy vs. Web 2.0

There are a number of social software services, like LinkedIn, Opinity and Rapleaf that attempt to use social networks to determine if someone is trustworthy.  Can trust be turned into an algorithim this way, or is it, in the end, about something human which can’t entirely be measured?

Trust Tip 20: Stop Closing the Sale
Other than perhaps price, the most important part of making a sale is closing.  The odd thing is that trying to overcome resistance to a sale makes it harder to close a sale than not trying to close a sale.  Seem odd?  Read the post!

If you’d like to share your thoughts on any of these posts please jump on in!