In the Matter of Becton, Dickinson, and Company

Admin. Proc. File No. 3-22361

On December 16, 2024, 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”) against Becton, Dickinson, and Company (the “Respondent” or “Becton Dickinson”)). In the Order, the Commission found that Becton Dickinson’s ("Becton Dickinson") repeated misrepresentations to investors regarding the risks it was taking in selling one of its most important products. According to the Order, from 2016 to early 2020, Becton Dickinson understood its Alaris infusion pump, whose sales contributed about 10% of Becton Dickinson’s profits, required new regulatory clearance from the FDA to address historical changes to the device and to fix multiple software flaws that posed safety risks to patients. The Commission found that Becton Dickinson misrepresented these risks and failed to disclose the risk that the FDA would prohibit sales of Alaris until the company obtained new clearance and fixed its software. The Commission also found that Becton Dickinson also overstated its income by failing to properly account for the costs of fixing the device. According to the Order, when Becton Dickinson informed investors, in February 2020, that it had ceased shipping Alaris to new customers and would not fully resume selling the device until it obtained clearance from the FDA, that announcement led to a 12% decline in the company’s share price.

The Commission ordered the Respondent to pay a $175,000,000.00 civil money penalty to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 33-11344

The Fair Fund consists of the $175,000,000.00 collected from the Respondent. The Fair Fund and has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On September 23, 2025, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-104024.

On February 17, 2026, the Commission issued an order appointing JND Legal Administration as the Fund Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-104853.

On April 24, 2026, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-105310 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to investors who were harmed due to the Respondent’s misconduct in misrepresenting to investors the risks it was taking in selling one of its most important products and improperly accounting for the costs of fixing the product.

On July 16, 2026, the Commission issued an order approving the plan of distribution and published the approved plan of distribution (“Plan”). See the Commission’s Order: Release No. 34-105932 and the Plan. 

The Plan provides that the distribution of the Fair Fund shall be made to investors who were harmed due to the Respondent’s misconduct in misrepresenting to investors the risks it was taking in selling one of its most important products and improperly accounting for the costs of fixing the product. A Claim Form is required.

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov