Publications

In their Corporate Litigation column published in the New York Law Journal, Joe McLaughlin and Yafit Cohn discuss a recent opinion clarifying two measures implemented by the Sarbanes-Oxley Act of 2002 (SOX): (1) a requirement that the chief executive officer (CEO) and chief financial officer (CFO) of each company filing periodic reports under the Securities Exchange Act of 1934 (the Exchange Act) certify the accuracy of the issuer s financial reports; and (2) a mandate that in the event of  an accounting restatement due to the material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws, the CEO and CFO must reimburse the issuer for any incentive- or equity-based compensation they received.  In SEC v. Jensen, the U.S. Court of Appeals for the Ninth Circuit provided needed guidance on the scope of these distinct requirements, adopting an expansive view of liability for CEOs and CFOs under SOX.