News & Analysis as of

Clawbacks Dodd-Frank Wall Street Reform and Consumer Protection Act

Cooley LLP

Do companies adopt clawback policies exceeding minimum SEC requirements?

Cooley LLP on

In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more

Troutman Pepper

The Impact of Dodd-Frank Clawback Policies on NQDC Plans

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Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Proskauer - Employee Benefits & Executive...

Dodd-Frank Clawback Policy: Additional Action Required for NYSE-Listed Companies by December 31, 2023

Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more

Skadden, Arps, Slate, Meagher & Flom LLP

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

Groom Law Group, Chartered

SEC’s Final “Clawback” Rule May Pose Code Section 409A Issues for Nonqualified Plan Sponsors

In 2015, the Securities and Exchange Commission (“SEC”) proposed under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) a requirement for publicly-traded companies to adopt clawback...more

Katten Muchin Rosenman LLP

See Katten's Model Clawback Policy as Mandatory Rules Take Effect

As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more

A&O Shearman

SEC Clawback Rules Take Effect: What Companies Should Do Now

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On June 9, 2023, the Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed clawback listing standards, including the amendments that delayed the...more

Dechert LLP

SEC Current Reporting Requirements for Private Funds Become Effective in December

Dechert LLP on

Key Takeaways - Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. ...more

Holland & Hart LLP

New SEC Rules Enhance Regulation of Private Fund Advisers

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Recently, the Securities and Exchange Commission (the “SEC”) adopted much anticipated rules under the Investment Advisers Act of 1940 (the “Advisers Act”) aimed at (i) bolstering the regulation of private fund advisers and...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more

Foley & Lardner LLP

SEC Adopts New Private Funds Rules: Key Takeaways for Private Fund Advisers and Investors

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During an open meeting on Wednesday, August 23, 2023, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) voted 3-2 along party lines to adopt new rules (collectively referred to as the “Private Funds...more

Bass, Berry & Sims PLC

Practical Considerations for Adopting a Clawback Policy in Advance of Effective Date of NYSE and Nasdaq Listing Standards

On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

Burns & Levinson LLP on

Clawback compensation has been a longstanding tool for both public and private companies to recoup excesses paid to employees after the occurrence of certain untoward events. For example, it is not uncommon to find clawback...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

Manatt, Phelps & Phillips, LLP

Dodd-Frank Clawback Rule: NYSE and Nasdaq Extend Effective Date for Compliance to December 1, 2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the “clawback” listing standards proposed by the New York Stock Exchange (NYSE) and Nasdaq, including the amendments filed by each, extending the...more

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

BakerHostetler on

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more

Troutman Pepper

Clawback Policies Required by December 1

Troutman Pepper on

The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE and Nasdaq Postpone Effective Date of Dodd-Frank Clawback Requirements

The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2, 2023. Listed companies...more

American Conference Institute (ACI)

Addressing the Jurisdictional Challenges of Compensation Clawbacks

The Department of Justice’s newly launched compensation and clawback pilot program is certain to bring with it numerous implementation hurdles and jurisdictional challenges, but it also incentivizes companies to have in place...more

Snell & Wilmer

NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards

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As described in Part 4 of our 2022 end of year plan sponsor “to do” list, on October 26, 2022, the Securities and Exchange Commission published the final clawback rules under the Dodd-Frank Wall Street Reform and Consumer...more

Morgan Lewis - ML Benefits

NYSE, Nasdaq Set December 1, 2023 Compliance Date for Dodd-Frank Clawback Listing Standards

The New York Stock Exchange (NYSE) and Nasdaq, on June 5 and June 6, respectively, amended the proposed listing standards they previously submitted to the US Securities and Exchange Commission (SEC) to extend the compliance...more

Dickinson Wright

Framework of Dodd-Frank Act "Clawback" Policy (Finally) Coming into Focus

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As directed by the Securities and Exchange Commission ("SEC"), the NYSE and Nasdaq have issued proposed listing standards related to the recovery of erroneously awarded executive compensation, commonly referred to as the...more

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