UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 96898 / February 13, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-20781

In the Matter of

Baxter International Inc.,

Respondent.

:

:

:

:

:

:

:

NOTICE OF PROPOSED PLAN OF 

DISTRIBUTION AND 

OPPORTUNITY FOR COMMENT

ADMINISTRATIVE PROCEEDING

File No. 3-20782

In the Matter of

Jeffrey Schaible,

Respondent.

:

:

:

:

:

:

:

ADMINISTRATIVE PROCEEDING

File No. 3-20783

In the Matter of

Scott Bohaboy,

Respondent.

:

:

:

:

:

:

:

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and 

Exchange Commission’s (“Commission”) Rules on Fair Fund and Disgorgement Plans 

(“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted 

to the Commission a proposed plan of distribution (the “Proposed Plan”) for the distribution of 

monies paid in the above-captioned matters.
2

On February 22, 2022, the Commission issued an Order 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 

“Order”)1against Baxter International Inc. (“Baxter”). In the Order, the Commission found that 

beginning in at least 2009 and continuing through July 2019, Baxter improperly leveraged its 

foreign exchange rate convention by engaging in intra-company transactions for the purpose of 

generating foreign exchange accounting gains or avoiding foreign exchange accounting losses 

(the “FX Transactions”). These FX Transactions had the effect of materially misstating Baxter’s 

net income as reported in public filings. On October 24, 2019, Baxter issued a press release 

announcing that it had begun conducting an internal investigation of previously reported nonoperating income related to foreign exchange gains and losses (the FX Transactions). According 

to the Order, in March 2020, Baxter restated its financial statements, which reduced its 

previously reported net income for 2017 through June 30, 2019, and retained earnings as of 

January 1, 2017, by $582 million, collectively. The Commission ordered Baxter to pay a civil 

money penalty of $18 million to the Commission and created a Fair Fund pursuant to Section 

308(a) of the Sarbanes-Oxley Act of 2002 (the “Baxter Fair Fund”).

Also on February 22, 2022, in two related matters, the Commission issued Corrected 

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 against Jeffrey Schaible (the “Schaible Order”)2and Scott Bohaboy (the 

“Bohaboy Order”).3. During relevant times, Schaible was an employee in the Treasury 

department of Baxter, and Bohaboy was its Treasurer. In the Schaible and Bohaboy Orders, the 

Commission found that the respondents, among other things, caused Baxter’s violations of the 

federal securities laws. The Commission ordered Schaible to pay disgorgement, prejudgment 

interest, and a civil penalty totaling $189,359.00 and Bohaboy to pay a civil money penalty of 

$125,000. The Commission created a Fair Fund in each of the Schaible and Bohaboy Orders 

pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 and further ordered those Fair 

Funds combined with the Baxter Fair Fund.

 

The Baxter Fair Fund includes the $18,314,359.00 paid by Baxter, Schaible, and 

Bohaboy. The assets of the Baxter Fair Fund are subject to the continuing jurisdiction and 

control of the Commission. The Baxter Fair Fund has been deposited in a Commissiondesignated account at the U.S. Department of the Treasury, and any interest accrued will be 

added to, and become a part of, the Baxter Fair Fund.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of 

the Plan from the Commission’s public website at http://www.sec.gov/litigation/fairfundlist.htm. 

Interested persons may also obtain a written copy of the Proposed Plan by submitting a written 

request to Catherine E. Pappas, United States Securities and Exchange Commission, One Penn 

 

1

 Securities Act Rel. No. 11032 (Feb. 22, 2022).

2

 Securities Act Rel. No. 11033 (Feb. 22, 2022).

3

 Securities Act Rel. No. 11034 (Feb. 22, 2022).
3

Center, 1617 JFK Blvd., Ste. 520, Philadelphia, PA 19103. All persons who desire to comment 

on the Proposed Plan may submit their comments, in writing, no later than thirty (30) days from 

the date of this Notice:

1. to the Office of the Secretary, United States Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549-1090;

2. by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/admin.shtml); or

3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative 

Proceeding File Nos. 3-20781, 3-20782, and 3-20783” in the subject line. Comments received 

will be publicly available. Persons should submit only information they wish to make publicly 

available.

THE PROPOSED PLAN

The Net Available Fair Fund4is comprised of the $18,314,359.00 in disgorgement, 

prejudgment interest, and civil money penalties paid by Baxter, Schaible, and Bohaboy, less 

taxes, fees, and expenses. The Proposed Plan provides for the distribution of the Net Available

Fair Fund to investors who purchased and/or acquired Baxter International common stock during 

the period May 6, 2015 through October 23, 2019, inclusive and who suffered a Recognized 

Loss as calculated in the Plan of Allocation in the Proposed Plan.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.5

Vanessa A. Countryman

Secretary 

 

4

 All capitalized terms used herein but not defined are used as defined in the Proposed Plan.

5

 17 C.F.R. § 200.30-4(a)(21)(iii).