One
of the valley's leading security software makers is being sued by its
former in-house lawyer in a case that threatens to revive the
option-backdating scandals that rocked McAfee and numerous other tech
companies earlier in the decade.

McAfee's former general counsel,
Kent Roberts, was indicted but later acquitted on criminal charges
relating to the company's handling of its stock option grants. Now he's
claiming the company and its outside lawyers made him a scapegoat of a
federal investigation by deliberately feeding false information to
authorities while maneuvering to shield other McAfee officials from
scrutiny.

McAfee issued a brief comment this week through a
spokesman who said: "Based on our initial review, the lawsuit has no
merit whatsoever."

Roberts' lawsuit for defamation, filed last
week in San Francisco federal court, is not the first time that a tech
company lawyer has claimed he was unfairly fingered for his employer's
stock-option problems. A former general counsel of San Jose chip maker
Atmel filed a lawsuit in July that makes several claims, including an
allegation that Atmel wrongly blamed him in public statements about a
backdating investigation at that company in 2006.

The McAfee
lawsuit raises complex issues for both sides because it is likely to
turn on conversations and internal reports that the company and its
attorneys could argue were confidential. Although it's not unheard of
for a corporate lawyer to have a dispute with an employer, legal experts say, both sides are usually motivated to settle quietly without filing suit.

"This
is kind of the nuclear option," said Peter Henning, an expert on
corporate crime and securities law at Wayne State University School of
Law.

In-house attorneys often had some role in reviewing or
keeping records of options grants. Last year, the former general
counsel at Apple paid $2.2 million, without admitting wrongdoing, to
settle backdating allegations by the Securities and Exchange Commission.

"General counsels were at the heart of a number of options backdating cases," said Henning.

While
Roberts' suit names only McAfee as a defendant, it alleges that
attorneys from two prominent Silicon Valley law firms helped then-CEO
George Samenuk and McAfee's board deflect attention away from Samenuk
and other officials through a scheme they dubbed "Project Shield."

Attorney
Boris Feldman, who the lawsuit says advised McAfee as a partner at
Wilson Sonsini Goodrich & Rosati, declined to comment. Attorney
Robert Gooding of the Howrey law firm, which the suit says conducted an
internal review for McAfee's board, did not respond to a request for
comment.

The case arises from stock options granted in the early
years of this decade. Many Silicon Valley companies reward employees by
granting options to buy stock in the future, generally at the price for
which it was trading on the day of the grant. But by 2005, analysts and
federal regulators had begun scrutinizing the practice of backdating,
in which some companies retroactively changed the grant date to make
options more valuable to employees by allowing them to be exercised at
a lower price.

Roberts' lawsuit says he was granted options shortly after

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