Trial of ex-KB Home CEO - Reuters, 11 March 2010

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Trial of ex-KB Home CEO, accused of


greed, begins


Thu, Mar 11 2010

* Opening statements in backdating trial of Bruce Karatz


* Prosecutor cites "greed," says Karatz stole over $6 mln


By Gina Keating and Alexandria Sage


LOS ANGELES/SAN FRANCISCO, March 11 (Reuters) - Prosecutors
accused once high-flying head of KB Home <KBH.N> Bruce Karatz
of succumbing to greed and lining his pockets via securities
fraud, firing the opening salvo in a courtroom battle that will
test government efforts to crack down on financial crime.


Karatz appeared in federal court in Los Angeles on Thursday
as prosecutors began their latest case against illegal stock
option backdating, or the practice of retroactively dating
options awarded to employees.


Prosecutors hope for a high-profile victory after the
latest government-led attempt to punish executives for
backdating -- a case against telecoms firm Broadcom that was
dismissed for prosecutorial misconduct -- fizzled.


The brash, motorcycle-driving Karatz, who rode the boom in
U.S. housing for two decades at the helm of the homebuilder to
become one of the nation's highest-paid executives, sat
silently beside his attorneys, hands folded on a table.


"He stole $6 million without shareholders knowing it. He
padded his pay between 1999 and 2005. When asked about it, he
lied," Assistant U.S. Attorney Alex Bustamante said during
opening statements.


Karatz created a "false report" to cover up his crime and
quashed an internal investigation at the company, the
prosecutor told the jury.


"You need to find him accountable for his greed and convict
him on all charges," Bustamante said.


Karatz's attorneys have said his actions were lawful.


His trial is one of the highest-profile cases to date
against an executive accused of backdating brought by the
government, whose efforts to secure convictions have faltered.
In December, a federal judge dismissed all charges against the
top former executives of Broadcom Corp <BRCM.O>, on grounds of
prosecutorial misconduct.


Karatz, who served for two decades as KB Home's CEO, was
indicted last March and charged with 20 criminal counts,
including multiple counts of securities fraud, wire fraud and
making false statements.


SCHEMING


Prosecutors say Karatz engaged in a scheme to hide from the
company and shareholders illegal backdating that resulted in
Karatz and others receiving below-market exercise prices for
stock options.


Millions of backdated options with discounted exercise
prices allowed Karatz to reap millions in compensation that
were never disclosed nor recorded as compensation expense, the
government says.


The backdating of stock options grants -- used extensively
to lure and retain top talent -- became a major issue in 2007,
with more than 170 companies investigated by U.S. authorities
or conducting internal inquiries into possible manipulation of
stock-option grant dates to benefit recipients.


Backdating is a practice of locking in financial gains by
retroactively pricing option grants on days when a company's
stock price is low, increasing the value of the options. It is
legal when recorded as a non-cash compensation expense.


Bustamante, who pointed out that Karatz was an attorney
with a securities background, said the former CEO would have
reaped profit of nearly $11 million had he exercised all the
backdated options. Actual profit was $6.6 million, he said.


KB Home in 2007 restated its financial documents and
recognized more than $30 million in compensation expense. It
had to pay $60 million to the Internal Revenue Service, said
Bustamante.


Karatz, CEO since 1986, stepped down in late 2006.


In 2008, the executive settled a SEC civil lawsuit over the
alleged backdating, paying more than $7 million without
admitting no denying wrongdoing.


The executive made $232 million in compensation -- much
from stock awards -- over his last three years at KB Home, when
shares rose 100 percent from the end of 2003 to the end of
2005.


Attorneys for Karatz have argued in court documents that
the compensation committee chair at KB Home and the head of
human resources both believed the company's stock option grant
practices were lawful. But both changed their testimony under
pressure from prosecutors.


The case is USA v. Karatz, U.S. District Court, Central
District of California, No. 09-00203.
(Writing by Alexandria Sage; Editing by Edwin Chan and Matthew
Lewis)




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http://www.reuters.com/article/idUSN1124724620100311


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