One of the first cases where the SEC brought a Section 304 claim was against the former CEO of United Health Group, a well-known Minnesota insurance giant. Some thought that Section 304 claim was brought in haste; that the SEC brought the claim against a CEO, William McGuire, based on facts that may not have warranted such a heavy-handed clawback provision. I attached the complaint against McGuire hereto. Do you have any thoughts? Does the Section 304 claim seem to be "too much" given the facts as laid out by the SEC in the complaint? Why or why not?

UNITED STATES DISTRICT COURT DISTRICT OF MINNESOTA Civil No. SECURITIES AND EXCHANGE COMMISSION, ) Plaintiff, ) 1 v. ) 1 WILLIAM W. MCGUIRE, M.D., ) ) Defendant. 1 C