The Culpability of Corporate Officers Under the Clawback Provision Of Sarbanes-Oxley In A Post-Jenkins World
February 21, 2012
Clausen Miller attorney Daniel R. Bryer authors "The Culpability of Corporate Officers Under the Clawback Provision of Sarbanes-Oxley in a Post-Jenkins World," a scholarly article published in the Journal of Business & Securities Law. This article examines the implications of the recent decision in SEC v. Jenkins, in which the court held that knowledge of or participation in financial misconduct is not required in order to bring a CEO or CFO within the purview of the clawback provision of Sarbanes-Oxley. The article begins by discussing the circumstances surrounding the enactment of Sarbanes-Oxley and addresses the key provisions governing the financial disclosure obligations imposed upon corporations and their executives. The article then discusses the Jenkins decision, and includes insight into the underlying fraud alleged by the SEC, motions filed seeking the dismissal of the action, and the ultimate decision of the District Court. Finally, the article addresses the constitutional implications raised by the Jenkins decision and issues moving forward relating to the level of misconduct necessary to invoke the reimbursement obligation under the clawback provision.
The author may be contacted with any questions. If you are interested in an in-house client educational seminar on this or other similar topics please contact Clausen Miller attorneys Daniel R. Bryer, dbryer@clausen.com, or Michael R. Grimm, mgrimm@clausen.com. "...Sarbanes-Oxley in a Post-Jenkins World" Article
