UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97389 / April 27, 2023

ADMINISTRATIVE PROCEEDING 

File No. 3-19499

In the Matter of

COMSCORE, INC.,

Respondent.

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ORDER CONSOLIDATING FAIR 

FUNDS

ADMINISTRATIVE PROCEEDING 

File No. 3-19500

In the Matter of

SERGE MATTA,

Respondent.

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On September 24, 2019, the Commission issued separate, but related settled orders

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

 

1 See 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, 

Securities Act Rel. No. 10692 (Sept. 24, 2017), (Admin. Proc. File No. 3-19499).

2 See 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, 

Securities Act Rel. No. 10693 (Sept. 24, 2017), (Admin. Proc. File No. 3-19500).
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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.

As a result of the conduct described in the Orders, the Commission found that

Comscore violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) and Sections 

10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange 

Act”) and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. In its order, the 

Commission found that Matta violated Section 17(a) of the Securities Act, Sections 10(b) and 

13(b)(5) of the Exchange Act and Rules 10b-5, 13a-14, 13b2-1, and 13b2-2 thereunder, and 

Section 304(a) of the Sarbanes-Oxley Act, and caused Comscore’s violations of Section 17(a) 

of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange 

Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder.

The Commission ordered, among other things, 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 created a Fair Fund, pursuant to Section 308(a) of the SarbanesOxley Act of 2002, so the penalties paid can be distributed to harmed investors.

Comscore and Serge Matta have paid in full, for a total of $5,700,000. The Fair Funds 

are currently on deposit in Commission-designated accounts at the United States Department 

of Treasury. Any interest accrued will be added to the Fair Funds for the benefit of the 

investors harmed by the conduct described in the Orders.

The Division of Enforcement recommends that the Fair Funds created pursuant to the 

Orders be consolidated into a single Fair Fund (the “Comscore Fair Fund”) for purposes of 

distribution to harmed investors.
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Accordingly, IT IS HEREBY ORDERED that the Fair Funds created pursuant to the 

Orders are consolidated into a single Fair Fund, the Comscore Fair Fund, for purposes of 

distribution to harmed investors.

By the Commission.

Vanessa A. Countryman

Secretary