Legal issues with backdating stock options
It is not straight forward and can give problems to any lawyer that agrees to backdate a document, even if he makes it clear on the document that it is backdated, as he must be careful to make sure that he knows why the document is being backdated and that it is being done for a legitimate reason.
Beginning in 2011 and continuing into 2012, United Health Group implemented an enterprise reorganization.
Does he need to check to see whether that was actually the case or can he take an ostrich-like position and put his head in the sand and not ask any questions?
Is there an obligation on the lawyer to make at least reasonable endeavour’s to confirm that he is being told the truth?
For example, if one wishes to backdate a document for the purposes of recording an earlier oral agreement, it should nevertheless still be drafted in such a way so as to avoid giving the incorrect impression that it was actually signed on the date stated.
The best way to achieve this is to state openly in the document that it is recording an earlier oral agreement made on, and so is with effect from, a particular date and then date it the actual date it was signed.