In the Vulcan Case, was it ethical to issue stock options to the executives who knew about the impending land acquisition and mineral strike?

THE COMPANY Vulcan, Inc. is a multinational Fortune 200 company engaging principally in the exploration for and extraction of minerals. It is listed on the New York Stock Exchange and has more than 615 million shares outstanding.

THE MEETING (MARCH 7) On March 5, Stewart Myer, the companys CEO, personally telephoned Martha Bordeaux, the VP for finance; Lamont Johnson, the chief geologist; and Natasha Bylinski, the VP for acquisitions, to arrange a March 7 meeting at the Atlanta airport. He emphasized to each of them the need for the utmost secrecy, directing them to arrange their travel to Atlanta as a connection to other and different destinations. When they all arrived at the meeting room, Myer reemphasized the need for complete secrecy. He then asked Johnson to present his report.

THE REPORT Johnson read his report: Over the past few years we have conducted extensive aerial geophysical surveys of the areas west of the Great Plains. These revealed numerous anomalies or extreme variations in the conductivity of rocks. One appeared particularly encouraging, so late last year we began a ground geophysical survey of the southwest portion of the Z segment in Montana. This survey confirmed the presence of anomalies. Accordingly, on January 14 we drilled some core samples and sent them to our lab. The results were so extraordinarily promising that on February 10 we obtained more core samples and had them chemically assayed. On February 25, we received the assay, which revealed an average mineral content of 1.17 percent copper and 8.6 percent zinc over 600 feet of the samples 650-foot length. Johnson then commented, In my forty years in the business I have never seen such remarkable test results. On a scale of one to ten, this is an eleven.

THE REACTION Bordeaux exclaimed, Our stock price will go through the roof! Bylinski retorted, So will land prices!

THE STRATEGY Myer interrupted, Look, were not here to celebrate. There are a lot of better places to do that. We cant keep a lid on this for very long so we have to strike soon. We need to line up the right agents to acquire the land. We must fragment the acquisitions to keep the sellers in the dark. Most critical is maintaining absolute secrecy. No one else in the company must know this. I will decide who needs to know and I will tell them. It is your duty to the company to keep totally quiet. Now, lets discuss the acquisition plan. When asked how he had managed to obtain core samples without tipping off the owners of the land, Johnson explained, We pretended to be a motion picture company looking for locations to remake the movie High Noon. We drilled the samples in isolated areas and quickly filled the holes. To further cover our tracks we drilled some barren core samples from land we owned and hid the cores on our land.

THE PLAN Bylinski outlined the plan to acquire the land. We have options on another 15 percent. However, we currently own none of the principal portion. So we have a lot of work to do. We will employ several agents to negotiate the purchases. We will instruct them not to disclose that they are acting for us. In fact, we will order them not to disclose they are acting for anyone. We need to acquire approximately twenty square miles of additional land. Bordeaux asked, What if the locals start getting curious? Myer replied, Ill deal with that later if it arises.

STOCK OPTIONS On March 15 Vulcan issued stock options at $23.50 per share to thirty of its executives including Myer, Bordeaux, Johnson, and Bylinski. At this time neither the stock option committee nor the board of directors had been informed of the strike or the pending land acquisition program.