Sarbanes-Oxley and CEO Accountability: Looking for a Corporate Scapegoat in S.E.C. V. Jensen

This Note examines the Ninth Circuit’s decision in S.E.C. v. Jensen and argues that the court improperly interpreted Section 304 of the Sarbanes-Oxley Act to permit clawbacks from chief executive officers and chief financial officers who did not personally engage in misconduct. The Note contends that Section 304 should require at least knowledge of the misconduct underlying a corporate restatement because a contrary interpretation imposes unjustified vicarious liability, conflicts with the structure of federal securities laws, and expands disgorgement beyond its traditional role as a remedy against wrongdoers.[This abstract was written by Microsoft Copilot, a generative artificial intelligence.]