Handler

MEMORANDUM OF DECISION

This case arises from the actions taken by this Court and the District Court for the District of Columbia in Securities and Exchange Commission v. Mattel, Inc., CV 74-2958. The Mattel case originated in the District of Columbia when the Securities and Exchange Commission (S.E.C.) sued to enjoin alleged violations of the securities laws. On August 5, 1974, the District Court for the District of Columbia entered, pursuant to the consent of the parties, a Judgment and Order of Permanent Injunction and Ancillary Relief. This Judgment enjoined Mattel from violating the securities laws and from filing false statements with the S.E.C. The Judgment also provided that within sixty days after entry of the judgment, Mattel was to appoint two persons as additional directors of the corporation. These directors were to have had no previous connection with the corporation. Two new committees of the board of directors were also to be created within sixty days of entry of the Judgment. The Financial Controls and Audit committee was to work with the auditors of Mattel in reviewing the financial condition of the corporation and making sure that all material submitted to the…