UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 101597 / November 13, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-19499

In the Matter of

COMSCORE, INC.,

Respondent.

:

:

:

:

:

:

:

ORDER APPROVING

PLAN OF DISTRIBUTION

ADMINISTRATIVE PROCEEDING

FILE NO. 3-19500

In the Matter of

SERGE MATTA,

Respondent.

:

:

:

:

:

:

:

On September 24, 2019, the Commission issued separate, but related Orders Instituting

Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C

of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order

(the “Orders”) against Comscore, Inc. (“Comscore”)1 and Serge Matta (“Matta”)2 (collectively, the

“Respondents”). The Commission found that from February 2014 through February 2016, at the

direction and oversight of its former Chief Executive Officer, Matta, Comscore public filings

materially overstated revenue by approximately $43 million as result of a fraudulent scheme and

improper accounting involving the manipulation of non-monetary and monetary contracts.

Comscore’s and Matta’s actions enabled the company to artificially exceed its analysts’ consensus

revenue target in seven consecutive quarters. In addition, from April 2014 through February 2016,

Comscore and Matta made false and misleading statements about two important performance

metrics. The Commission ordered Comscore and Matta to pay $5,000,000 and $700,000,

respectively, in civil money penalties to the Commission. In each of the Orders, the Commission

also created a fair fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the

1

2

Securities Act. Rel. No. 10692 (Sept. 24, 2019).

Securities Act. Rel. No. 10693 (Sept. 24, 2019).

penalties collected can be distributed to harmed investors. On April 27, 2023, the Commission

issued an Order Consolidating Fair Funds to consolidate the two fair funds into a single fair fund, the

Comscore Fair Fund.3

The Comscore Fair Fund includes the $5,700,000.00 paid by the Respondents. The assets of

the Comscore Fair Fund are subject to the continuing jurisdiction and control of the Commission.

The Comscore Fair Fund and has been deposited in a Commission-designated account at the U.S.

Department of the Treasury, and any interest accrued will be added to the Comscore Fair Fund.

On September 17, 2024, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),4

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);5 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to Jennifer

Cardello via email at cardelloj@sec.gov. The Notice also advised that all persons desiring to

comment on the Proposed Plan could submit their comments, in writing, within 30 days of the

Notice. The Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund6 to investors

who purchased or acquired shares of Comscore common stock on February 20, 2014 through March 23,

2018, inclusive as calculated using the methodology detailed in Plan of Allocation.

The Division of Enforcement now requests that the Commission approve the Proposed Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,7

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.8

Vanessa A. Countryman

Secretary

3

Exchange Act Rel. No. 97389 (Apr. 27, 2023).

Exchange Act Rel. No. 101067 (Sept. 17, 2024).

5

17 C.F.R. § 201.1103.

6

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed Plan.

7

17 C.F.R. § 201.1104.

8

17 C.F.R. § 200.30-4(a)(21)(iv).

4