Among the many issues arising under the Sarbanes-Oxley Act are questions surrounding disgorgement under Section 304, particularly questions concerning what actions and whose actions might trigger disgorgement. In the following guest post, Bruce Ericson of the Pillsbury Winthrop Shaw Pittman law firm takes a look at the Ninth Circuit’s August 31, 2016 decision in U.S. Securities & Exchange Commission v. Jensen in which the appellate court held that the SEC can seek disgorgement from a company’s CEO or CFO even if the triggering restatement did not result from those corporate officers’ misconduct. I would like to thank Bruce for his willingness to publish his article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is Bruce’s guest post. Continue Reading Guest Post: Ninth Circuit Clarifies What Might Trigger SOX 304 Disgorgement
Cybersecurity has been and remains one of the hot topics in corporate governance. Several federal regulatory agencies, including the SEC, have 
As I noted in my 
One of defendants’ most significant arguments in opposing data breach victims’ negligence and breach of privacy claims has been that the claimants that have not suffered actual fraud or identity theft can show no cognizable injury and therefore lack Article III standing to assert their claims. Appellate decisions in the Seventh and Ninth Circuit have previously taken a bite out of this defense, in rulings holding that the victims’ fear of future harm is sufficient to establish standing. Now the Sixth Circuit in a case involving alleged victims of a data breach at Nationwide Mutual Insurance Company has joined these other circuits, holding that the claimants’ heightened risk for fraud and mitigation costs were sufficient to establish Article III standing. The Sixth Circuit’s September 12, 2016 opinion, which can be found 
The D&O Diary’s Asia Pacific tour ended last week with a final stop in Mumbai for meetings and for an educational event PLUS was co-sponsoring with the local management liability insurance education group, Bima Gyaan. I enjoyed the chance to be back in Mumbai. It is a vibrant, dynamic, fascinating place, a place that is experienced more vividly and more viscerally than more ordinary destinations. 
The D&O Diary’s swing through the Asia Pacific region continued last week with a short stop in Singapore. The same hot and steaming conditions that prevailed in Hong Kong were also in effect in Singapore, although because Singapore is only about 90 miles from the equator, the conditions were the same but more so. Singapore is a small, wealthy city state. Its geographic size is comparable to that of New York City, although Singapore’s population (about 5.8 million) is less than that of New York (about 8.9 million); Singapore’s population is larger than every U.S. city other than New York. 
In conjunction with my 
The D&O Diary’s Asia Pacific travels continued this past week in Hong Kong for meetings and to participate in the PLUS Hong Kong Professional Liability Symposium. Early September is late in Hong Kong’s monsoon season, which meant that conditions were generally hot and steamy throughout my visit. It also meant periodic drenching downpours that discouraged any idea of outdoor activities. Despite the less than ideal weather conditions, I did manage to get a little bit of a look around while I was in Hong Kong.