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Jun 06

American Tower subpoenaed by SEC

Posted by Stephen Taub in U.S. Attorneysubpoenastock optionsSecurities and Exchange CommissionSEC filingsJustice Departmentcompliancebackdating

Stephen Taub

American Tower has one again become a target of regulators.

The telecom company said in a regulatory filing it has received a subpoena from the Securities and Exchange Commission requesting certain documents from 2007 through the present, including in particular documents related to the Company's tax accounting and reporting.

It did not elaborate further on the nature of the inquiry.

The company added it intends to cooperate fully with the SEC with respect to its request.

You may recall that several years ago American Tower was one among a number of companies caught up in the stock option back-dating scandal.

In November 2006 it reported that former senior managers were responsible for a policy of reporting option grant dates that differed from the dates on which the grants were legally effective.

At the time, the company said a special committee probing its past options practices found that flawed practices occurred from June 1998, when the company went public, through 2005. The committee cited inadequate processes, procedures, and controls. "The company also had inadequate controls relating to, and failed to account properly for, certain modifications of outstanding stock option rights," it added.

The special committee found that the company's flawed option practices began with past management, "whose members frequently looked back to select option grant dates," the company said in a press release. At the same time "with the likely exception of one past member of management," the evidence doesn't suggest that management at the time knew that, in looking back to choose a past grant date with a more favorable closing price, the company was failing to take needed accounting charges or was acting in a different way than its disclosures indicated, American Tower indicated.

"However, certain members of past management who initiated and were involved with the option practices should have been aware of the accounting or legal issues or sought legal and accounting advice as to the practice," the wireless and broadcast company added.

The company also asserted that management's efforts to improve and formalize procedures for option grants since early 2004 had the effect of eliminating the practice of look-backs.

Several weeks earlier it reported that it would restate its financials for 2005 and for the first quarter of 2006.

Earlier in 2006, American Tower said it had received a subpoena from the Department of Justice in the same matter. The company said it had been subpoenaed by the U.S. Attorney's Office for the Eastern District of New York, and due to the investigations will suspend its stock buyback program pending internal review.

The company recently said its Board of Directors approved taking steps necessary to reorganize to qualify, no earlier than January 1, 2012, as a real estate investment trust (REIT) for tax purposes.

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