Securities and Exchange Commission, Henry C. Yuen Elsie M. Leung, Intervenors-Appellants v. Gemstar-Tv Guide International, Inc.

BEA, Circuit Judge:

I

We decide a question of first impression: whether under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), 15 U.S.C. § 78u-3 (“Section 1103”), certain termination payments to high-level corporate officials are “extraordinary payments,” subject to involuntary retention in an escrow account compelled by court order. Because there was no evidence as to what would be an ordinary payment under comparable circumstances, we conclude that the district court erroneously determined certain payments proposed to be made by Defendant Gemstar-TV Guide International Inc. (“Gemstar”) to…