Nancy R. Heinen
Encyclopedia
Nancy Regina Heinen of Portola Valley, California, was the General Counsel
and Secretary for Apple Computer, Inc. (now Apple Inc.) between September 1997 and May 2006. Before Apple, she was the General Counsel at NeXT
(NeXT was purchased by Apple in March 1996). Prior to NeXT she worked in the legal department of Tandem Computers
and as an associate in several San Francisco Bay Area law firms. Heinen left Apple shortly before the company admitted to irregularities in its handling of executive stock option dating
, and retained two criminal lawyers. Neither Heinen nor Apple commented on her departure other than to confirm it.
On April 24, 2007, the SEC filed charges alleging that she caused Apple to backdate large option grants and altered corporate records to hide the actions. According to the SEC press release, "Heinen is charged with, among other things, violating the antifraud provisions of the Securities Act of 1933
and the Securities Exchange Act of 1934
, lying to Apple's auditors, and violating prohibitions on circumventing internal controls" based on options awarded to Steve Jobs
(dated October 19, 2001 but allegedly granted in December 2001) and also option grants awarded to top company executives, including Heinen (dated January 17, 2001, but allegedly granted in February 2001). The SEC is seeking injunctive relief, disgorgement, and money penalties against Heinen, in addition to an order barring her from serving as an officer or director of a public company.
Before the SEC charges were filed, Dominique Trempont
, a 3COM
board member and former CFO of NeXT was quoted as describing Heinen as "one of the best general counsels in the valley. She's very competent, and a great member of an executive team... She was tough when she needed to be tough, and human when she needed to be human. I would hire her any time in any company." Former boss Jim Pooley described Heinen as "very careful, very straightforward," and that "Everything was straight and by-the-book. That's what I find so jarring about the suggestions that have been made."
According to an August 14, 2008 Dow Jones Newswire story by Judith Burns, the SEC charged that Heinen had her staff prepare documents changing the date of February 2001 grants to January, and December options grants backdated to October, in order to gain from more favorable stock purchase prices. Heinen, according to the Newswire story, also signed documents stating that Jobs's stock grant was approved at a special meeting of the board of directors, a meeting the SEC claims never occurred. The backdated reports caused Apple's expenses to be under-reported by nearly $40 million, according to the SEC.
Apple's former Chief Financial Officer Fred Anderson had already reached a $3.5 million settlement with the SEC in 2007, without admitting or denying its allegations regarding the stock-option backdating at the technology company.
Heinen settled with the SEC on August 14, 2008, agreeing to pay a total of $2.2 million to resolve all of the SEC charges against her. Heinen is to return $1.575 million of allegedly ill-gotten gains from the stock options that she received, plus interest, and will pay a $200,000 penalty.
The SEC settlement also bars Heinen from serving as a public company officer or director for five years and bars her from practicing before the SEC for three years.
She has settled without admitting or denying the SEC charges that she caused Apple to backdate 4.8 million share of stocks in options grants in February 2001 that benefited herself and other top Apple executives and a 7.5 million shares of stock in option grant in December 2001 that benefited Apple executive Steve Jobs.
Heinen's return of the money with interest and the penalty payment will end the civil suit filed in California federal court by the SEC in April 2007 that would otherwise have gone to trial in 2009. A two-year criminal investigation into the matter by the U.S. Justice Department was closed without criminal charges being filed.
Heinen received a Bachelor of Arts in Psychology and English from the University of California Berkeley and a Juris Doctor
from Boalt Hall Law School in 1982. Her husband, attorney Dennis DeBroeck, is a partner in the corporate group at Fenwick & West law firm, which is counsel to Apple Inc.
General Counsel
A general counsel is the chief lawyer of a legal department, usually in a corporation or government department. The term is most used in the United States...
and Secretary for Apple Computer, Inc. (now Apple Inc.) between September 1997 and May 2006. Before Apple, she was the General Counsel at NeXT
NeXT
Next, Inc. was an American computer company headquartered in Redwood City, California, that developed and manufactured a series of computer workstations intended for the higher education and business markets...
(NeXT was purchased by Apple in March 1996). Prior to NeXT she worked in the legal department of Tandem Computers
Tandem Computers
Tandem Computers, Inc. was the dominant manufacturer of fault-tolerant computer systems for ATM networks, banks, stock exchanges, telephone switching centers, and other similar commercial transaction processing applications requiring maximum uptime and zero data loss. The company was founded in...
and as an associate in several San Francisco Bay Area law firms. Heinen left Apple shortly before the company admitted to irregularities in its handling of executive stock option dating
Options backdating
Options backdating is the practice of issuing options contracts on a later date than that which the options have listed. While options backdating is not, in and of itself, an illegal practice, intentional backdating that coincides with low underlying stock prices and accounting reports that claim...
, and retained two criminal lawyers. Neither Heinen nor Apple commented on her departure other than to confirm it.
On April 24, 2007, the SEC filed charges alleging that she caused Apple to backdate large option grants and altered corporate records to hide the actions. According to the SEC press release, "Heinen is charged with, among other things, violating the antifraud provisions of the Securities Act of 1933
Securities Act of 1933
Congress enacted the Securities Act of 1933 , in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression...
and the Securities Exchange Act of 1934
Securities Exchange Act of 1934
The Securities Exchange Act of 1934 , , codified at et seq., is a law governing the secondary trading of securities in the United States of America. It was a sweeping piece of legislation...
, lying to Apple's auditors, and violating prohibitions on circumventing internal controls" based on options awarded to Steve Jobs
Steve Jobs
Steven Paul Jobs was an American businessman and inventor widely recognized as a charismatic pioneer of the personal computer revolution. He was co-founder, chairman, and chief executive officer of Apple Inc...
(dated October 19, 2001 but allegedly granted in December 2001) and also option grants awarded to top company executives, including Heinen (dated January 17, 2001, but allegedly granted in February 2001). The SEC is seeking injunctive relief, disgorgement, and money penalties against Heinen, in addition to an order barring her from serving as an officer or director of a public company.
Before the SEC charges were filed, Dominique Trempont
Dominique Trempont
Dominique Trempont is a US executive and board member in large multinational high tech companies and start-ups.-Career:Dominique Trempont serves on the board of directors of private and public companies, with strategic focus on disruptive technologies, emerging markets and Asia: Energy Recovery Inc...
, a 3COM
3Com
3Com was a pioneering digital electronics manufacturer best known for its computer network infrastructure products. The company was co-founded in 1979 by Robert Metcalfe, Howard Charney, Bruce Borden, and Greg Shaw...
board member and former CFO of NeXT was quoted as describing Heinen as "one of the best general counsels in the valley. She's very competent, and a great member of an executive team... She was tough when she needed to be tough, and human when she needed to be human. I would hire her any time in any company." Former boss Jim Pooley described Heinen as "very careful, very straightforward," and that "Everything was straight and by-the-book. That's what I find so jarring about the suggestions that have been made."
According to an August 14, 2008 Dow Jones Newswire story by Judith Burns, the SEC charged that Heinen had her staff prepare documents changing the date of February 2001 grants to January, and December options grants backdated to October, in order to gain from more favorable stock purchase prices. Heinen, according to the Newswire story, also signed documents stating that Jobs's stock grant was approved at a special meeting of the board of directors, a meeting the SEC claims never occurred. The backdated reports caused Apple's expenses to be under-reported by nearly $40 million, according to the SEC.
Apple's former Chief Financial Officer Fred Anderson had already reached a $3.5 million settlement with the SEC in 2007, without admitting or denying its allegations regarding the stock-option backdating at the technology company.
Heinen settled with the SEC on August 14, 2008, agreeing to pay a total of $2.2 million to resolve all of the SEC charges against her. Heinen is to return $1.575 million of allegedly ill-gotten gains from the stock options that she received, plus interest, and will pay a $200,000 penalty.
The SEC settlement also bars Heinen from serving as a public company officer or director for five years and bars her from practicing before the SEC for three years.
She has settled without admitting or denying the SEC charges that she caused Apple to backdate 4.8 million share of stocks in options grants in February 2001 that benefited herself and other top Apple executives and a 7.5 million shares of stock in option grant in December 2001 that benefited Apple executive Steve Jobs.
Heinen's return of the money with interest and the penalty payment will end the civil suit filed in California federal court by the SEC in April 2007 that would otherwise have gone to trial in 2009. A two-year criminal investigation into the matter by the U.S. Justice Department was closed without criminal charges being filed.
Heinen received a Bachelor of Arts in Psychology and English from the University of California Berkeley and a Juris Doctor
Juris Doctor
Juris Doctor is a professional doctorate and first professional graduate degree in law.The degree was first awarded by Harvard University in the United States in the late 19th century and was created as a modern version of the old European doctor of law degree Juris Doctor (see etymology and...
from Boalt Hall Law School in 1982. Her husband, attorney Dennis DeBroeck, is a partner in the corporate group at Fenwick & West law firm, which is counsel to Apple Inc.