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Directors Quarterly: April 2024- With the explosion of generative artificial intelligence (Gen AI), companies are facing the challenge of moving quickly—but not too quickly. Gen AI governance has moved to the top of many...more
On November 28, 2022, the Securities and Exchange Commission (the SEC) published final clawback rules (the Final Rules) in response to the long-standing requirement under Section 954 of the Dodd-Frank Wall Street Reform and...more
The Department of Justice and the Securities and Exchange Commission have signaled in recent months that they have reinvigorated their focus on executive compensation claw backs, urging companies to adopt compensation...more
In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources....more
McDonald’s Corporation has joined a growing list of companies that have taken action to forfeit unpaid compensation or demand repayment of compensation previously paid to a former CEO, including equity awards or proceeds from...more
Earlier this year, Hertz Corporation filed suit against several former executives, including its former CEO, CFO and general counsel, seeking to recover under its claw-back policies approximately $70 million in incentive...more
On February 5, 2019, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” The panelists were David Schwartz, Skadden’s global head of Labor and Employment...more
The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to...more
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more
The Ninth Circuit recently held that Section 304 of the Sarbanes-Oxley Act (SOX 304) allows for a clawback of certain CEO and CFO compensation regardless of whether the clawback was triggered by the personal misconduct of...more
Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more
Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more
Some five years ago, Section 954 of the Dodd-Frank Act instructed the SEC to adopt rules mandating that national securities exchanges require listed companies to implement incentive compensation recovery (or clawback)...more
The former CEO of Saba Software, Inc. agreed to repay over $2.5 million in bonuses, other incentive-based or equity-based compensation, and stock sale profits pursuant to Section 304(a) of the Sarbanes-Oxley Act. The action...more
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more