Risk Of Backdating Agreement
In the 2000s, there was a wave of backdating stock options, particularly in technology companies that rely heavily on stock options for executive compensation, but also on some companies that are not active in the technology sector. The backdating system included the extension of the validity date for the exercise of options from the time the options were „from the money“ to a date that made the options „in the money“ to allow certain executives to exercise their options in a cost-effective manner. Some treaties make it clearer than others. Many contracts define the date „ab“ as „validity date“ (not to be confused with the execution date). Others will even have an „as of“ clause that will even clarify the possibility of a retrodedation by stating that if, in the example above, the seller has submitted a contract with products delivered from February 1. Suppose the Debitor signs the contract on January 15, but the seller asks Debitor to send it back to December 30, so that the seller achieves higher sales for the calendar year and receives a greater bonus. This retrodedation would be intended to be misled and would not be appropriate. The reversal of contract documents can be one of the most complex issues facing lawyers. While this problem only appears from time to time when it does, it is important to have a good understanding of what to do. In the case of a private contract, a retrodaation is not normally illegal. Legality issues come into play when the parties to a contract or their lawyer use backdated documents.
The phrase „unless otherwise agreed“ is ambiguous. However, ambiguity can be avoided if the text is read with the previous term „legally entered.“ Article 3.3 of the Civil Code 2015 states that „every person shall establish, exercise/execute or terminate his or her civil rights and/or obligations in principle of goodwill and honesty.“ The act of giving a contract a different signing date from the one at which it is actually signed could lead to the contract not being considered „legally concluded“ since the law may be contrary to the principle of „honesty/truth“ set out in Article 3.3 of the Civil Code. In the absence of a review of specific insurance legislation, therefore, retrocessation is not legal in case 1. For a layman, the return sounds like a bad thing. But it can be good or bad. Its legitimacy depends on its purpose and effect. In some cases, backdating is pure manufacturing. It is of course inappropriate to date a document in one day, but the event occurred at a later date. Typically, this type of retrodatation occurs when the recipient of the backdating receives some kind of tax or other benefits when the event occurred on the previous date.
Case 2: A tenant used his rented premises a few weeks before the signing of the rental agreement, which must come into effect not from the date of signing, but from the date of withdrawal. If the answer to these questions is not clear, there is what I call the „gastrointestinal law“ – is that good? If the parties do not feel they are doing the right thing or if there are doubts about the right one, they should add disclosure of the retrodata or review that strategy as a whole. Backdating is the practice of marking a document, whether it is a review, a contract or some other legally binding document, with a date before the date of what it should be. Backdating is generally prohibited and may even be illegal or fraudulent due to the situation. Sometimes, however, a retrodedation may be acceptable; However, the parties involved must give their consent.