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Corel CEO Charged with Securities Violations 122

M|U writes "Michael Cowpland, CEO of Corel, has been charged with three counts of violating securities law. CBC Newsworld has the story online, along with more details. Apparently trading of Corel stock was halted prior to the announcement. " The Corel booth at ALS has no comment at this time. The alleged current violations are insider trading, according to CBC. Update: 10/14 05:18 by H : Corel has responded in a press release. Dr. Cowpland is "looking forward to finally have the chance to clear his name..."
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Corel CEO Charged with Securities Violations

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  • by Anonymous Coward
    Just imagine the securities fraud you could perpetrate with a beowulf cluster of opensource executives.
  • by Anonymous Coward
    You only have to file if you own a large enough percentage of a company. For example, according to Microsoft's annual report, only three of the execs have to actually file with the SEC when they sell.
  • Your quote is a statement made by Corel IIRC. As CEO, this is most certainly not a private matter until the Canadian courts have said so.
  • He didn't maniuplate the market. He sold stock, pushing the price down. Someone bought it an is better off than they would have been if they had bought the stock at a higher price. Lawyers sue firms every time the stock price falls and if there is any evidence that an insider didn't lose as much as he could have all the better for the jury. Yes he paid tax.
  • by Anonymous Coward
    An illegal trade is an illegal trade, regardless of what your motivations are. You don't get an "out" with the OSC for trading illegaly and then giving it to starving children.
  • by jivany ( 101917 ) on Thursday October 14, 1999 @02:45PM (#1612722) Homepage

    In case some of you forgot, Cowpland is just the CEO of Corel, he is not Corel. That means that if indeed he is found guilty of insider trading (to use the commonly known term) then he will most likely step down as CEO and someone else will be appointed. The stock in question was his own personal stock which he had purchased by himself.

    Corel will take some heat over the whole deal but all in all, Corel will keep on going. Remember that a corporation is an individual, just like a person, in the eye of the law. Corel did not do anything illegal.

    So, the moral of this rant - don't think that just because a company employee does something illegal that the company is going to go under or be destroyed. That would be like Rob Malda getting arrested for rotten poll answers and Slashdot getting the rm -rf / for it.

  • by trance9 ( 10504 ) on Thursday October 14, 1999 @06:29PM (#1612723) Homepage Journal
    Contrary to what many people are suggesting here:

    1-- This has absolutely nothing to do with whether he traded at an allowed time, or filed proper advance notice. He probably did both those things, he is in trouble for something different.

    2-- There definately was a victim. Every trade on the market has a buyer and a seller. Despite how it might seem when you call your broker up, you cannot buy shares out of thin air, you always buy them from someone. Whoever bough Cowpland's shares (probably a lot of people) were not engaged in a fair transaction: the person they were buying from secretly knew that they were being set up to take a fall. He had information that they could not possibly have had.

    3-- Insider trading is not helpful. Someone suggested it "helps" by causing information about a company to be reflected in the price. We don't need insider trading to have this--audited financial statements that come out four times a year are pretty good at giving things away. You can shuffle the books around only so long before the GAAP rules force you to report the truth.

    If Cowpland really did know that Corel was about to take a loss, and he traded at a time when he had that information and few others did, then he should fry.

    That's about as greedy, inconsiderate, and illegal as it gets. OK, not as bad as if he'd made a derivatives bet--I guess even Cowpland felt that would be too obviously criminal. He was trying to be unobviously criminal--which is what criminals generally do.

  • I don't know, but I've seen Cowpland's COREL-1 license plate on his white Lamborghini Diablo, and it lookes pretty nice to me :)

  • The bottom line is that more Corel stock was in public hands as a result of Cowpland selling. Meaning that public stockholders lost the money that Cowpland didn't. Clearly the victim is the public shareholder.
  • Spreading poorly researched rumours like this is dangerous and bordering on slanderous.
    What ACTUALLY happened is that Cowplands private holding company, which is also publicaly traded, got frozen. NOT Corel.

  • The unfortunate thing, is that while the ousting of MC would be a good thing for Corel, it is Cowpland's bandwagon jumping short-sitedness that put Corel in the Linux arena at all. MC has always coveted Bill Gates' position and power, and wants it for himself. I doubt whether he actually gives a damn about the GPL or OSS, I think he DOES care about having the money and power to buy his wife million dollar outfits and in being among the "social elite".

    Think on it this way: if a new CEO comes in, his first task is taking Corel to profitability. So what are Corel's core strengths? Their sales of Corel Draw, and to a lesser degree Word Perfect, and WP is sold mainly to home users of Windows, who can get the Linux version free. So how do you move into the red? You cut costs and retreat to your core strengths so you have a stable base on which to go forward (just look at what Jobs did with Apple).

    So what would a new CEO see? They would see money being invested in Linux, which financially has little return for them (why would someone pay to box Corel's linux distro when they can get the same products for free or cheaper elsewhere, or even just download Corel's distro and use it without paying). Then they would see that they are giving away one of their real chances for profit, so you could likely kiss free WP goodbye. Then, when the company was in the red, would they look to expanding themselves into the linux market.

    Which is not to say that I support this, I don't, and I don't support Corel, mainly becuase they have shown in the past that they are simply not to be trusted for long term commitment.

    If Corel does ditch linux, I think it will look a lot worse, and do more damage, than if had never of been there in the first place.
  • But if you didn't engage in any trading, you should be angry that the info was not public, not that the people who did know were motivated to trade on it. Who wouldn't be?

    The whole idea is to provide a buffer so that certain people can't rush their order before everyone else. Personally, I wish 'playing the market' (speculation I guess) was illegal - not possible due to unpopularity, but most instability in the market is due to people that buy and sell on little tidbits of information (rumors even!) rather than riding the storm out. There is no point in owning stock in a company (or mutual fund) if you can't ride it out. Stocks have plunged just because although a company did great, beat the previous year, they missed an artificial target by a single penny per share! Stocks spike when there are rumors of a good quarter or when companies did even _slightly_ better than expected. I honestly don't understand why companies give such loving devotion to such fickle people and still treat loyal customers like crap.

    If you don't believe by subject line, remember this: the 'Great Depresson' was touched off by: stock holders / market crash.
  • Do you seriously contemplate Corel Draw as ever running on Linux?

    I suppose it's a remote possibility, but it would require an entire re-write, as the Windows graphics calls and the X graphics calls are radically different.

    I don't see it happening. I particularly don't see it coming from Corel. They've been "sitting" on the Corel Draw treasure chest too long and not doing much else but buy products on the salvage market (Wordperfect) and poke around with putting out a Linux distribution.

    Ever since they proved they couldn't produce and sell what should have been a fine hardware product (the Netwinder) they've been just fumbling around.
  • Now the real question is when has Corel had a point in the last 4+ years where anyone(on B.O.D) selling or even buying would not look bad?

    Corel has been going down hill for long time now.
    So SEC may have no Case, as Computer-Industry knew that Corel was/is in freefall, however the Investment-Industry was/is still promoting it.

    The skyrocketing costs of Pink Dog Dye is the real reason he needed the bucks. [/:-)
  • by Anonymous Coward
    Aaron, he sold the stock *6* freakin' weeks before the end of quarter announcement - that's 42 days before, in case your arithmetic skills are poor. In fact, it's right smack in the middle between two reporting periods. And to claim that he knew six weeks before the end of the quarter that results would be light - well, you don't know much about sales. Sales people always hump their numbers up at the end of the quarter (or try to), to ensure that they get their bonuses. So for him to expect good results that didn't materialize - well, that may be bad luck but it's hardly illegal.
  • Okay, as somebody who once lived in Ottawa, I can attest that his claims that he sold the stock off to pay off a few debts are probably true (or at least true enough to keep him out of jail). In the years after Corel Draw made it really big and prior to the stock plummet, the guy gets his mid-life crisis in a big way: he moves to a monster new house in the most expensive area in town (cost according to the newspaper - 14M), buys a new Lamboughini Diablo (cost - 100K ???) and ditches his old family for a trophy wife (Cost - 1M ???). Cowpland is ass-deep in debt, probably by another 4M, even after the 7M score, and will probably have to have a real talk with himself unless Corel Linux actually goes somewhere (probably not). This is all very public knowledge, as Mr. Cowpland leads a very public lifestyle. Those that did their research before investing in Corel knew that a sordid affair such as this was always a possibility. Is the company's viability going to be affected the freeze? Definately. The Linux, and more broadly the intire open source community, is very much a product of its leading personalities such as Trovalds and Cox. Cowpland has never demonstrated the kind of benevolent creed that inspires us to write kick-ass code for the good of all, and that's why Corel Linux probably will be rejected by a good number of us.
  • The skyrocketing costs of Pink Dog Dye is the real reason he needed the bucks. [/:-)

    He is married to the kind of woman that any real man would commit crimes to keep happy. Or else, he realizes that a divorce would be even more costly...
  • He was going to sell either before or after the announcement. so the same number of shares is outstanding.
  • by Anonymous Coward
    Corel is a messed up organisation from the git-go. Back around 1992, manglement analysed their staff's working hours and canned anyone working less than 50-60 hours a week, then they hired more people to make up the holes in their teams. That was back when software jobs were not very thick on the ground in Canada, so Corel could get away with this abuse. More fun: a woman I knew in a senior marketing position had to deal with an appalling boss, but Cowpland couldn't be arsed to sort out the situation before she quit. Then, of course, he was sorry to see her go. They're not even very good at technical management , as witness their Java debacle of four years ago. It was claimed the experience would help them in a network computer enterprise (cf EETimes), but as far as I know Corel has not shipped a single unit. I wouldn't buy a Linux distro from them on a bet; with Corel's record of snatching defeat from the jaws of victory the thing would not have a home anywhere near computing machinery I valued.
  • Why don't we boycott your flambaiting IP jackass.
  • guess we'll just have to wait for Microsoft to give linux a decent office suite. yeah right
  • This investigation has been ongoing for quite some time. The only real surprise is that the OSC decided to take any action - Canadian market regulators are loathe to intrude on the old boys network that still permeates Canada's three major exchanges. Anyone remember Bre-X? Another Great Canadian Stock Experience.

    It's a wonder that there's ANY liquidity on the Canadian markets today; this is a welcome first step at perhaps restoring some sorely needed legitimacy.

    Now, if they can only get the TSE to keep from crashing...

  • they will probobly settle anyway.
  • such is the job of journalists. to make one sentance which is blatently obvious bull shit and make it even better bull shit. For such serious allegations, I can't see why he only released those 200 words anyway.
  • For more dirt on the good Dr., take a look at Frank Magazine []. It's a satirical magazine based in Ottawa, and Dr Cowpand and his inflatable wife (v2.0) are often featured.
  • Corel was once great and it seems to be coming back--I sure like WordPerfect for Linux. Is he the founder or son of the founder?

  • I'm guessing the wife is more like 8M
  • Hasn't Corel Draw been ported to UNIX before?

    And, even if I'm wrong about that, I *know* I've seen Wine run Corel Draw before. (Yes, it translates Windows graphics calls to X graphics calls. So did Wabi. It's definitely possible :)

    They might not give it away, but they sure can sell it.

    So, yes. We seriously contemplate Corel Draw running on Linux. Last I checked, I believe Corel did too. And you could probably do it today with Wine, and I think they might have released an earlier version for an x86 UN*X, but I'm not positive.
  • Cowpland != Corel, but
    Corel = COwpland REsearch Laboratories.

    It would definitely affect Corel significantly if Cowpland were to step down. Whether this is a good thing or a bad thing is a matter of debate...

  • Could someone please explain what constitutes insider trading and what securities violations are? I understand the terms just not the laws behind them.

    Seems pretty stupid to be making that much money and get nailed for doing stupid moves. Someone, should have warned him. Wonder if it was an online trade? Could the online trading company be held liable for not warning about hte conflict of interest?

    -- Moondog
  • and everyone knows it. This isn't his only run-in with the OSC, as long-time followers of Corel will remember.
    • /ul> I think the financial world is pretty clear on this: if new management could oust MC, the company would be better off.
    • --- "Progress is the God of the Machine"
  • by Anonymous Coward
    If the allegations are true, his removal from Corel would be a good thing. The company has suffered from his "jump on the bandwagon" short-sightedness for far too long. I'd like to see the company maintain it's gravitation towards Linux; perhaps a replacement would see it as a good thing on its own right instead of a quick means to an ill defined end.
  • Cowpland and others sold a bunch of stock just before announcing worse-than-expected earnings. Then when the stock took a nosedive the shareholders were cheesed off. You aren't supposed to act on inside information like this. IANAL, but sale of stock by company officers is supposed to be more or less transparent, with advance notice.

  • oops.

  • It's too bad this kind of thing would happen inside Corel. They were one of the biggest people backing Linux. If this shakes Corel up at all, other companies really aren't going to want to follow suit, which might inhibit increased Linux support. I was really pulling for Corel too, they've done some nice stuff in the past, and I thought they could produce some of the really clean and functional apps that IT managers need to see.
  • But it has to do with people who have inside access to companies manipulating stock values for profit.

    The most familiar forms are what it looks like Corel's CEO did: taking advantage of knowledge of a coming stock shift to make money. For example, a CEO has the power and connections to do things like make a futures bet (perhaps covered through some holding company so as not to attract attention) that stock will drop, then announce news that causes the stock to drop. It doesn't look quite that bad for Cowpland.

    This kind of thing falls under a general class of very strict rules about what you can do and what information you must provide if your company is publicly traded, since there are lots of opportunities for fraud in the stock market.

    Securities laws mandate careful prospectuses and evaluation of prospective investors in an IPO to make sure they are not defrauded. Also, things like VA's "quiet period" before their IPO is specifically to prevent insider trading on the IPO.

    Anyone want to give more legalistic definitions, since the best I can come up with is pretty anecdotal?
  • The *idea* of insider trading is that an insider (Cowpland in this case) knows something that is going to happen that will seriously affect the stock price, but this isn't public knowledge yet. Before it becomes public knowledge, insider takes advantage of the situation and buys/sells stock. A few days later, the general public finds out, and all hell breaks loose with the stock price, but insider either gains a lot of money, or prevents the loss of a lot of money.
  • Insider trading is when you base your buying and selling of stocks on not yet public information.
    In this case he sold his shares before the company reported a loss to the public and the stock fell in price.

  • Apparently he was in cahoots with the cfo...
    all in all i don't think anyone needs to worry about corel linux or wordperfect for linux... odds are this lawsuit (apparently from '97) won't affect a thing.
  • insider trading is mwhen you have inside knowledge of something and you use it to your advantage.
    i.e. he knew corel was going to post a loss so he sold shares.
    thats a securities violation - in a public company you cannot use information that the general public doesnt have to your own advantage.
  • CEO says one sentence (26 words). Yahoo manages to make a news article with something like 200 words which tells us what he said....impressive
  • It's not quite the same since the ceo of a company should have real information on the financial stability of a company. Unless the friend has financial information not available to the public, it is not a crime, just a public fact or speculation.
  • Why?

    Corel's support of Linux has nothing at all to do with this. How can you possibly relate the two?

  • by Anonymous Coward

    It's perfectly legal for a CEO to own shares in the company s/he runs, and if the CEO doesn't know how the company is doing, then that's pretty damn bad in and of itself. Okay, so how is a CEO supposed to sell stock then? Only when there's no important news on the horizon, I guess. IIRC Bill Gates sells stock on a rigid arbitrary schedule, untouched by human hands. That makes sense, I suppose.

    I mean, I can certainly see the harm in inside people playing fast and loose with the stock. I have, in principle, no quarrel with the SEC (or its Canadian equivalent). It's just that this particular reg. seems hard to fathom at the moment.

  • by Anonymous Coward
    Very good post. Thanks to whoever the moderator was that moderated this up. Also, note that the SEC looks at the likelihood of the event happening.
  • And if the allegations weren't bad enough, to top it all off, the press release author split an infinitive!

    That can get you in far more trouble.
  • it's everyone's, with an apostrophe. in the english language, an apostrophe followed by an "s" represent's either the verb "is" or the past tense version "has".

    and they say i'm gonna fail composition 101.
  • I've already called up my 7th grade english teacher, she'll be at the journalist's house shortly to wack his hands with a ruler.
  • I take objection to the Ottawa bashing. I was born, raised, I live and work in this so-called "hell hole". Bash Copland all you want, I think the guy deserves it. Hell make fun of his wife's outfits (crazy stuff if you've ever seen pictures of what she wears at parties -- jeweled nippes, what the hell is that) but leave the nations capital out of it :).
  • Who got hurt?

    Whoever bought the stock from him. (Heck, it might have even been you -- do you have any idea what is in your mutual funds? I sure as hell don't. Large cap, small cap, blah blah vagueness blah blah. For all I know, I might own a piece of -- ugh -- the company whose name starts with "M". McDonalds, yeah, that's the one I was thinking of. McDonalds for computers.)

    Suppose I owned a computer with a processor that was extremely overclocked, and I decided to sell it to you. Before I sell it, I change the clock back to the processor's rated speed. The computer looks fine to you, but -- and there's no way you can know this -- it has been overstressed by heat and whatever else causes chips to fail. The computer is worth less that it appears to be worth, because its chances of croaking are higher than what you should expect. I know the computer has this problem, and you don't. You can even run diag programs overnight and not detect anything wrong.

    The honest thing for me to do would be to tell you before the purchase that the computer has been through hell. The dishonest thing would be to keep my mouth shut.

    The honest thing for an insider within a company to do is sell his stock right after a quarterly report, so that buyers' appraisal of the stock is as accurate as the insider's -- or at least as close as is possible.

  • Have a look at the statement of allegations. I think someone else already posted this link but here it is again:

    Ontario Securities Commission: Enforcement: Statements of Allegations []

    My reading is that the crimes alleged here are very similar to U.S. law (trading on material non-public information).

    Cowpland could argue that his company didn't actually trade -- that would be an idiotic defense. The OSC would just display the trading records from the exchange.

    Cowpland could argue that the information he knew was not material -- that other investors would not care. Just about as idiotic. The OSC would argue that the market did react by slamming the price of Corel stock the day the news did come out. Just about any jury in the world would see the connection by the time a prosecutor got done laying it out.

    Cowpland could argue that the information was already public. He would have to introduce evidence, such as a press release or a newspaper article or a government-mandated public filing, and he would have to establish that this evidence had been disseminated to the public before his holding company sold 2.4 million shares.

    It's quite unlikely that any such evidence exists.

    Finally, Cowpland could argue that even though he was in possession of material non-public information, and even though he traded Corel stock, he did not do so because of the information. For example, he could produce records that show that he regularly sold 2.4 million shares of Corel during the second week of *every* month for the past two years.

    Or he could argue that he had large debt payments due to a contract he entered into long before he came to know this specific material fact, and he was motivated by a desire to pay those debts. In other words, as you say, he could argue that he really needed the money.

    Case in point in United States law:

    Stock Trading by Insider in Possession of Inside Information Not Per Se Illegal []

    And finally, here is a simple introduction:

    Insider Trading []

  • What's rather interesting is that Ottawa Life recently did an article on Frank -- apparently Cowpland likes the attention. He claims that it's not nearly as bad as the press in England (where he grew up) and has also provided Frank with computer hardware and software over the years (e.g., CD ROM drives back when they were rare and expensive).

    As for something more on-topic, I've no idea whether or not Cowpland is guilty or not, but he seems like a nice guy, although I disagree with the way he runs Corel (and I've seen it up close since I worked there for a while).

    Just my 2 cents on the matter.

  • Just to point out that under UK law, an "insider" is defined trivially as "anyone with material inside information", so it is possible to "make someone an insider" by telling them something. Don't know which model Canada follows -- would guess US.

  • by alien_investor ( 93982 ) on Thursday October 14, 1999 @05:54PM (#1612796)
    First, I am really happy to see MattMann's article moderated up to +5 because it's right on the money!

    The following is from memory. I spent 30 minutes looking for a citation from statutory law and couldn't find the killer source paragraphs, although there are several references in 15 USC Chapter 2B []. Also, the following is United States law, which does not apply to Corel in Canada.

    An insider is: someone who owns 10% or more of the company; or someone who is on the board of directors of the company; or someone who has a policy-making office in the company.

    It is legal for insiders to buy and sell stock in their company. There are restrictions against practices like short swings (buying the stock and selling it in less than six months).

    It is not legal for anyone, insider or not, to trade on material non-public information. Usually the insiders are in the best position to have knowledge of material non-public information, but other people can know it, too. For example, if your friend works at a printing plant and they call you and tell you that they just printed 400 copies of a document that say "Microsoft Acquisition of FOO.COM" on the front cover, and you then go buy 100 shares of FOO.COM, the SEC will bust your ass.

    Material has a specific legal meaning. It means that the information, if known by a reasonable investor, would affect that investor's decision to buy the stock.

    Non-public means that the information has not been disseminated to the public.

    In this case, Cowpland appeared to have material information (he knew the company earnings were going to suck) and the information was not public (Corel hadn't put out a press release about it).

    I don't think the online-ness of his broker has any bearing on the broker's responsibilities. In the United States, brokers are required to have written procedures in place to prevent trading on material non-public information. Part of this procedure is asking all customers "are you an insider of any company".

    I believe that if Cowpland had traded on e*trade and answered "no" to this question that the SEC could bust him for criminal fraud. If he answers "yes", then it's my humble non-lawyerly opinion that e*trade would have an obligation to have a human being review all of Cowpland's trades in Corel stock, and to ask him questions like "do you have any material non-public information at this time?" before executing each of his trades.

  • you and lots of other people have forgotten
    something important about stocks.

    risk capital
  • Yes... that's obvious. My point is that public shareholders suffered the price drop of those shares as opposed to Cowpland. That makes the public shareholders the victim of insider trading. Catfish?
  • Geez. Every friggin' newspaper box in O. is showing his face. The Sun used their special event font... y'know... Arial Extra Bold 2e6
  • They've been looking into him for 2 years, at least, the article says. What a skimpappy.
    I had hoped Corel Linux would be interesting. It is a shame people like him have to reflect on the rest of the company, for I like Corel Draw and some of their other software.
  • I shouldn't say this, because it's really offtopic, but Canada is indeed hot in the summer, even further north than Ottawa. I'm 5 hours north of the american border at New York and three hours east of Michigan in Ontario and it hits 35 degrees Celcius here quite often in the summer. The difference is that the summer isn't as long.

    Have a good one!
  • Let me tell you, that they have no comment is no surprise. They couldn't answer even the simplest of technical questions about their own product. The people staffing the booth are simply market droids. I mean, the people manning the booth even had the audacity to tell me that corel's linux distro is available right now for a free download of an ISO image from, which is sheer and utter crap. People with booths at linux shows need to answer questions about their products, and interoperability with other linux products. Not just simply try and sell us stuff.
  • On the surface it seems that this case of insider trading is based on his knowledge that the company was going to report losses, while the investment community expected gains. When the news hits, the investors jump ship and the price drops. The OSC is claiming he sold before the announcement in order to get the most for his stock.

    He is claiming his decision to sell the stock was based on outstanding loans, not his possible knowledge of the stock dropping in the near future.

    Its kind of confusing to me though. I thought that when a "CEO/CFO/Large player" in a company is going to buy/sell stock in the company they work for, they have to file the request to the Exchange. The exchange has to approve it, etc...

    So, did he file to make the transaction, if so, did they approve it. If so, what the hell are they complaining about?

    And if he made 7,100,000 dollars, who lost it? The answer is, the people who were "willing" to buy the stock at the higher price. But, would they have been willing to buy the stock if they knew what MC knew? Lots of questions about intentions and intentions are very hard to know with certainty, unless you are the party involved.

    Thats the problem with "hate" crimes.
  • Well, first of all, you wern't even close to first post, you were 12th. and secondly the Exchange halted buying/selling of Corel stock before the news broke to prevent people from loosing shitloads of money in a panic.

    I suppose as far as loosing money in the long run, well that really depends on how things turn out.
    "Subtle mind control? Why do all these HTML buttons say 'Submit' ?"
  • by Anonymous Coward on Thursday October 14, 1999 @12:40PM (#1612809)
    Interesting Story Here! []

    By SYLVI CAPELACI -- Toronto Sun
    Fibre optics seem to run in the family -- from the flashy software of Corel CEO Michael Cowp-land to the sexy hardware of his trophy wife, Marlen.
    But this seductive socialite's shop talk includes silver lame, four-ply silks and, most recently, supple Italian leather.
    Her Xena warrior catsuit strutted out at Coral's annual gala Wednesday was a radical departure from her sex-kitten style.

    Jerks like this make Steve Jobs and Bill Gates look like really cool guys.
  • The article only briefly mentions this, but I think what's telling is that Cowpland claims he used the proceeds of the sale to pay off personal debt.

    This could be a growing problem for employees of tech firms; you're recruited in with low wages but lots of stock options... the logical assumption being that you can use some of the options to make up for the lost income after a wildly successful IPO.

    But, what the recruiters don't tell you is that once you're hired, you're an insider -- and any activity you undertake with your stock is watched and scrutinized by the regulatory agencies. Make a sale at the wrong time because you've got to pay off some loans you took out to get by in the pre-IPO era, and you could find yourself broke or worse, in jail.

    Granted, Cowpland theoretically knew that they were about to release poor results numbers. Even if his intentions were golden, his timing based on his intricate knowlege of Corel's earnings sheds very bad light on his decision to sell when he did. BUT, what if the banks were literally banging on his door?

    I see this as a growing problem. I hope employees of techie companies realize what they're getting themselves into with the low-pay/high-options employment plans.
  • Seems pretty stupid to be making that much money and get nailed for doing stupid moves.

    Pretty stupid, yes, but not at all uncommon. It seems to be true: The more money you have, the greedier you get. Once people make more than, say, $100,000/year, they start to lose ground contact, doing stupid things to save taxes (especially over here in europe), etc.

    Thank God I'm poor (well, relative to Cowpland, at least).

  • Who got hurt?
    Did he have to pay tax on the extra 7 million?

  • by vlax ( 1809 ) on Thursday October 14, 1999 @12:44PM (#1612813)
    Basically that's it. At my company, there are certain times that are blocked out for employees above a certain rank (within a few weeks of quarterlies for instance) and everyone gets notified. For the top officers and board memebers, the schedule is even more limiting. When you run a company, they stock had better do good, because you'll have a hard time selling it while you work there.

    Canada, ironically, does not have an equivalent of the SEC. This is part of the problem. Corel is being investigated by the Ontario Securities Commission, a provincial body. Financial markets are not directly regulated by the Feds and the provinces are, in some cases, quite deep into the pockets of the business community.

    Ontario likes to think of itself as the home of high-tech in Canada. They may hang Cowpland, but they won't touch Corel in any way that might seriously hurt the company. The NDP might have stepped aside and let the courts decide, but the PC will never allow it to get that far out of hand.
  • I Am Not A Lawyer
  • Ya, the stockholders were cheesed off enough that one stopped his vehicle on the freeway one night and fired a few rounds off at the Corel HQ... broke quite a few windows too..
  • Cowpland has many personal issues, and this is just one of them.
    Point is this won't have a long term effect on the company. Corel's
    products have a following, and with debian+kde as a base its hard to
    imagine them coming out with a screwed up linux distribution. Their
    potential profits are huge, much larger than RedHat's, but their
    valuation is a fraction of RedHat.

    Nevertheless, the stock is going to get killed tomorrow morning.
    Sounds like a buy opportunity, particularly if the RedHat IPO left you
    with that empty feeling in your wallet and an unused etrade account...
  • by vlax ( 1809 ) on Thursday October 14, 1999 @12:50PM (#1612817)
    NASDAQ suspended trading in CORL at 2:50 PM EST, the same time as TSX suspended it. That does not mean this is an SEC action, exchanges can suspend trading anytime there are serious questions, since stock markets are private ventures that are, in principle, subject only to the terms of their private contract.

    Generally, it is pretty awkward to have a company suspended on one exchange and not another. Usually, the exchanges cooperate with each other and the regulators on these matters, since getting blackballed by the cops would be very, very bad for an exchange.
  • No oops. Earnings were expected to be positive numbers. They were negative numbers (aka "losses") Thus earnings were lower than expected. QED. losses: earnings which are less than zero earnings: losses which are less than zero
  • I wonder who's going to make the better license plates, Cowpland or Gates?

    Will Gates be bundling cigarettes with his license plates, or using muscle to force the trustees to only accept his license plates?

    Cowpland better make an end run around Gates' plates by making his run on every type of car there is. y'know, do the cross-platform thing.
    (yeah, thanks buttmunch for cancelling WordPerfect Macintosh.)

    "The number of suckers born each minute doubles every 18 months."
  • Although this AC could have used more constructive wording, his point is very relevant to the situation. Is Corel just jumping from bandwagon to bandwagon? It might seem so...
  • Stock markets try to ensure that everyone has access to information about a publicly traded company at the same time. And company insiders who, of course, have financial information before others, can't take advantage of that early information to profit. For instance, if I'm president of a company and I know that our financial numbers are going to be worse than the market expects, I can't dump the stock a few days before the public finds out. If I know we're going to post higher profits than expected, I can't buy up a lot of stock before announcing the numbers.

    The stock market wouldn't work very well if the insiders of the company kept robbing the outside investors.

  • The investigation of Dr. Cowpland is a private matter between the Ontario Securities Commission and Dr. Cowpland as an individual. As such, it is not expected to affect the Company's day-to-day activities or have any impact on Dr. Cowpland's status as the Company's chairman, president and chief executive officer.

    I understand WHY the exchange suspended trading. I'm just wondering, if this is a "private matter", why it is that the exchange is ALLOWED TO suspend trading.
  • And considering they're gold coated windows... ;)

    I don't remember this happening, but it's possible.

    However, it's a very, very dumb idea to park your car on the 417 Queensway where the average traffic speed is 135km/h in the rightmost lane... and faster in the passing lane.... yep, posted limit 100km/h. Quite brutal.... fun to drive (heh) but brutal if you have an accident.

    Yep, I love Ottawa.

  • The people who were willing to buy at the higher price lost because the firm didn't disclose that it was going to have a loss not because this guy sold stock. When you sell that much stock you push the stock price down, helping the people who were willing to buy the stock. That is they got the stock for a lower price because this guy sold.
  • Directors Officers and anyone who owns 5% or more of the company is an insider. My rule is, that if you have to file with the SEC to buy the shares, then you are an insider.
  • by rhedin ( 91503 ) on Thursday October 14, 1999 @12:53PM (#1612829)

    Just because you're employed by a company, doesn't (necessarily) make you an "insider". The SEC has specific rules that denote who is considered an "insider"- noteably, officers, directors, and "key employees".

    Basically, you're prohibited from trading (buying or selling) based on information that is not publicly available. This kind of thing would be major deals, meeting/failing to meet numbers, etc. For the most part, the lowly coders wouldn't really have a clue (other than "will we ship on time" which the PHB may do anyway).

    Usually, the company puts out a policy, and you have to agree to the above, and (usually) you can't trade from a week or so before the end of the earnings period until a few days after the earnings are actually released.

    With us coders, we just watched the calendar, marked off the blocks of dates we couldn't sell and made sure we had sold before hand. Voila! Cash in the bank!

  • by MattMann ( 102516 ) on Thursday October 14, 1999 @12:54PM (#1612830)
    Insider trading is "trading by insiders" and it is entirely legal. It is subject to some extra rules. Insiders need to notify the market publicly well in advance of their trading so that the fact of their trading is part of the information available about the company before the trade takes place.

    What the popular press calls "insider trading" should more accurately be called "trading on inside information" and it (a) does not only apply to insiders, and (b) is illegal. It covers anyone who has access to information about a company that (a) is not generally available and (b) has a material impact on the value of the company. So, if you are the boyfriend of the janitor who works for the outsourced cleaning company that cleans up at the printing company that prints the stock certificates, and you learn about an impending transaction completely inadvertantly because one of the certificates has stuck to the bottom of your [genderneutral]friend's shoe, it is illegal for you to trade on this information. It is probably illegal for anyone who works at Slashdot to monitor the logfiles and measure what some tiny public company is interested in... the whole point of publicly traded companies is that you, the average Jo, can assume you have access to all the information anyone else does.

    OK, but pay attention to this: before you get all hot and bothered about the greedy people who engage in trading on inside information, consider that it actually has a positive effect on the world at large! You see, if there is secret information that tells us that a company should be worth more or less than its current price, then the question really is, why isn't this information available to the public? The more that the rapacious people-with-inside-information trade, the more the stock price will move in the direction in which it should be moving.

    So, if you sold stock at a low price to someone who knew "inside" that it was worth more, you have a right to be angry. But if you didn't engage in any trading, you should be angry that the info was not public, not that the people who did know were motivated to trade on it. Who wouldn't be?

  • by Anonymous Coward
    When an exec sells shares, they muyst file (or at least in the US). This filing is public.

    This does not mean that a company is having a problem when an exec sells stocks. This might be a sale to buy a house, pay a divorce settlement, or diversify. There are newsletters that watch these filings and tell you to buy/sell based on them.

    When a company have this type of problem, the accusations of insider trading flys. Though I am not a fan of Mattel [], I could not believe some of the accusations flying on the Yahoo board [].

    Injured worker wins against Mattel! []

  • Okay, I can understand your point about the dangers of young workers taking low pay jobs with huge options. You can't pay the bills with little pieces of paper unless they're green pieces of paper with George Washington's face on it, and sometimes people forget this in the search for big bucks.

    But if you really believe Cowpland's claim that he was "paying off personal debt," I think that you are being a little bit naive. While the article doesn't mention the value of the shares that he sold, he did sell 2.4 million of them and make $7.1 million in profit!! What kind of "personal debt" was he in? And if he owed that much money, it would clearly have to be disclosed and made available for shareholder consumption. CEOs aren't allowed to live in the dark - and here we can see why.

    When you owe more than $7.1 million, the banks don't knock, they just take your house. This isn't a lesson in rookie financial mistakes, its a lesson in how not to steal millions of dollars from your shareholders, because that it was insider trading really does.
  • by Anonymous Coward on Thursday October 14, 1999 @01:00PM (#1612833)
    [Note: I own Corel Stock]

    There may be a difference between Canadian and US regulations (but presumably he would have to follow both since the stock trades in both countries), but in the US for an insider stock sale (which was back in 1997, for those who haven't read the details []) you have to file a Form 144: 'Intention To Sell Restricted Securities' but you can do it anytime prior to, upto and including, the day of the sale. (see this Insider Trades FAQ [])

    I also want to comment that from reading the allegations [] it sounds like a pretty weak case in that MC made an effort to ensure that sales would meet expectations, and didn't know until 25 days AFTER he sold the shares that those efforts weren't successful.

    Also it should be noted that he sold the stock when it was at around C$8 and its now about C$10 so anyone that has held on to the stock was better off than having put it in the bank.
  • by vlax ( 1809 ) on Thursday October 14, 1999 @01:01PM (#1612834)
    He has a PhD from Carleton, a trophy wife, a load of debt, and now a securities fraud investigation.

    Gee, this is making me all nostalgic for the 80's.

    Really, half the CEO's in California look like this guy. Most have better financial advice though.

  • Cowpland should have known better. When you work for a corporation and hold stock in that company and have advanced financial information you must be very careful about buying or selling stock. For example, at my last job managers were not supposed to trade company stock within 30 days of the quarterly earnings report. The higher up you are the more important this becomes. In fact, any large trade should be pre-announced well in advance.

"Yeah, but you're taking the universe out of context."