Sarbanes-oxley act of 2002

SEC. 304. ø15 U.S.C. 7243¿ FORFEITURE OF CERTAIN BONUSES AND 
PROFITS. 
(a) A
DDITIONAL
C
OMPENSATION
P
RIOR
TO
N
ONCOMPLIANCE
W
ITH
C
OMMISSION
F
INANCIAL
R
EPORTING
R
EQUIREMENTS
.—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. 
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As Amended Through P.L. 116-222, Enacted December 18, 2020

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37 Sec. 
306 
SARBANES-OXLEY ACT OF 2002 
(b) C
OMMISSION
E
XEMPTION
A
UTHORITY
.—The Commission 
may exempt any person from the application of subsection (a), as 
it deems necessary and appropriate. 
* * * * * * * 
SEC. 306. ø15 U.S.C. 7244¿ INSIDER TRADES DURING PENSION FUND 
BLACKOUT PERIODS. 
(a) P
ROHIBITION OF
I
NSIDER
T
RADING
D
URING
P
ENSION
F
UND
B
LACKOUT
P
ERIODS
.— 
(1) I
N GENERAL
.—Except to the extent otherwise provided 
by rule of the Commission pursuant to paragraph (3), it shall 
be unlawful for any director or executive officer of an issuer of 
any equity security (other than an exempted security), directly 
or indirectly, to purchase, sell, or otherwise acquire or transfer 
any equity security of the issuer (other than an exempted secu-
rity) during any blackout period with respect to such equity se-
curity if such director or officer acquires such equity security 
in connection with his or her service or employment as a direc-
tor or executive officer. 
(2) R
EMEDY
.— 
(A) I
N GENERAL
.—Any profit realized by a director or 
executive officer referred to in paragraph (1) from any pur-
chase, sale, or other acquisition or transfer in violation of 
this subsection shall inure to and be recoverable by the 
issuer, irrespective of any intention on the part of such di-
rector or executive officer in entering into the transaction. 
(B) A
CTIONS TO RECOVER PROFITS
.—An action to re-
cover profits in accordance with this subsection may be in-
stituted at law or in equity in any court of competent juris-
diction by the issuer, or by the owner of any security of the 
issuer in the name and in behalf of the issuer if the issuer 
fails or refuses to bring such action within 60 days after 
the date of request, or fails diligently to prosecute the ac-
tion thereafter, except that no such suit shall be brought 
more than 2 years after the date on which such profit was 
realized. 
(3) R
ULEMAKING
A
UTHORIZED
.—The Commission shall, in 
consultation with the Secretary of Labor, issue rules to clarify 
the application of this subsection and to prevent evasion there-
of. Such rules shall provide for the application of the require-
ments of paragraph (1) with respect to entities treated as a 
single employer with respect to an issuer under section 414(b), 
(c), (m), or (o) of the Internal Revenue Code of 1986 to the ex-
tent necessary to clarify the application of such requirements 
and to prevent evasion thereof. Such rules may also provide for 
appropriate exceptions from the requirements of this sub-
section, including exceptions for purchases pursuant to an 
automatic dividend reinvestment program or purchases or 
sales made pursuant to an advance election. 
(4) B
LACKOUT PERIOD
.—For purposes of this subsection, 
the term ‘‘blackout period’’, with respect to the equity securi-
ties of any issuer— 
(A) means any period of more than 3 consecutive busi-
ness days during which the ability of not fewer than 50 
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As Amended Through P.L. 116-222, Enacted December 18, 2020

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