One Federal Judge Approves SEC Clawback Action Against CEOs and CFOs After Restatement of Financials
A new federal ruling denies motions to dismiss an SEC suit seeking to clawback bonuses and stock sale profits from the CEO and CFO of a company that had to restate its financial statements. According to Alison Frankel at On the Case, this is a first of its kind ruling because it confronts constitutional law challenges to section 304 of SOX, a long-existing but barely used provision permitting the SEC to bring clawback suits after restatement of financials. If that conclusion is affirmed, one can imagine additional future terms permitting clawbacks for failure to disclose. The article and opinion are well worth reading for anyone concerned about advising companies, officers and directors. The D & O Diary also offers a perspective on the ruling.