Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months after the release of financials that later must be restated. But SOX 304 applies only to restatements resulting from “misconduct”—raising the issue of whose “misconduct” is required. For 14 years no appellate court reached the issue. Then, on August 31, 2016, the Ninth Circuit held that SOX 304 requires only “misconduct” on the part of the issuer, and not “misconduct” on the part of the CEO or CFO.