January 21, 2009
New Cases on SOX’s Section 304: No Private Right of Action for Clawbacks
– Broc Romanek, CompensationStandards.com
In our “Clawbacks” Practice Area, I have started posting memos regarding two recent cases that deal with Section 304 of SOX. The first case was from the 9th Circuit Court of Appeals – In re Digimarc Corporation Derivative Litigation – the court found that material errors in financials, in the absence of an actual restatement, is not sufficient to support a Section 304 claim. One day later, a second case – U.S. v. Shanahan – in the US District Court of Missouri. Both cases have a common theme: strict, narrow construction of Section 304.
The Latest Developments: Your Upcoming Proxy Disclosures—What You Need to Do Now!
Don’t forget to tune in today for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures—What You Need to Do Now!,” featuring Mark Borges, Alan Dye, Dave Lynn and Ron Mueller. This is the first of a two-webcast series, with the second one taking place the following Wednesday, January 28th.
Given the heightened importance of executive pay right now – and the high likelihood that Congress will pass “say-on-pay” legislation, this year’s compensation disclosures will receive unprecedented scruntiny by investors, employees, customers and the media.