The Sarbanes-Oxley and Dodd-Frank Acts, in somewhat different ways, provide for clawbacks of incentive compensation in the event of accounting restatements. The authors discuss a recent district court judge's decision refusing to dismiss an SEC action for a clawback under Sarbanes-Oxley from a CEO not alleged to have been involved in the misconduct. They then note other cases and explore the implications of such "nofault" actions for executive compensation, D & O insurance, and indemnification.