"Thyere is no disgorgement of COMPENSATION, only of illegal TRADING gains."
Section 304 -- Forfeiture of Certain Bonuses and Profits
1. Additional Compensation Prior to Noncompliance With Commission Financial Reporting Requirements. If an issuer is required to prepare 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 chief executive officer and chief financial officer of the issuer shall reimburse the issuer for--
1. any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and
2. any profits realized from the sale of securities of the issuer during that 12-month period.
Unless my reading skills have diminished.....and everything else has, so why not......the phrases in bold, taken directly from the law, would seem to be at odds with your understanding.
I'm still willing to listen, but the above seems self-explanatory to me. How am I mistaken? The law does not require that the "equity based compensation" be "SOLD into the market", nor does either the law or I address the legality of the issuance. Could you be saying that the Class B shares don't represent "equity based compensation"? Otherwise, you've lost me.
While the law seems to have the intent of taking back "additional" compensation and not regular salaries, it seems to me that its inclusion of "equity based compensation" covers a situation just like this one and may, in fact, have been designed to ensure that such devices were not employed to avoid it.
I'm tryin ta think but nuttin happens......Curly, the deepest of the Stooges.
AI
