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Graeme W. Bush

Email | 202.778.1801

Graeme W. Bush is the former chairman of the Zuckerman Spaeder LLP Executive Committee and Partnership Board. He focuses on complex civil litigation and white collar criminal investigations and prosecutions.

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  • SOX Clawback Provision Takes Another Bite

    | Graeme W. Bush

    Section 304 of the Sarbanes-Oxley Act of 2002 requires the CEO and CFO of an issuer that has restated its financial statements to reimburse the company for any incentive or equity-based compensation, and for the profits on any stock sales of the company’s stock, during the 12-month period following the first issuance of the offending financial statements.   Although this provision has been used sparingly by the SEC, the recent settlement of SEC investigatory charges by Saba Software, in which executives who were not charged with any wrongdoing agreed to repay bonuses and stock profits, is a cautionary tale for CEOs and CFOs of publicly traded companies.  

    Saba Software became the subject of an SEC investigation and enforcement action arising out of an alleged scheme to overstate revenues by overbooking and pre-booking time statements of international consultants in order to meet pre-arranged time estimates.  As part of the settlement of the SEC charges in the fall of 2014, Saba was required to restate its financial records for the years 2009 through part of 2012.  In a contemporaneous settlement, Saba’s CEO agreed to reimburse the company for over $2.5 million in incentive and equity compensation and profits from stock sales earned following the issuance of the financial statements the company restated.  http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543035992#.VOtSdC6LXfc.

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Contributing Editors
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Jason M. Knott
Partner
Email | 202.778.1813


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Andrew N. Goldfarb
Partner
Email | 202.778.1822