Clawbacks Securities & Exchange Commission

News & Analysis as of

SEC Proposes Rule Regarding Clawback of Erroneously Awarded Incentive-Based Compensation

The SEC has proposed Rule 10D-1 under the Securities Exchange Act of 1934 to implement the clawback provisions contained in Section 954 of the Dodd-Frank Act. Under the proposal, in the event that a public company restates...more

Putting Executive Pay at Risk: SEC Proposes Rules on Mandatory Clawback Policies

On July 1, 2015, the Securities and Exchange Commission proposed rules to require issuers of securities listed on U.S. stock exchanges to adopt and enforce clawback policies applicable to incentive-based compensation received...more

SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national...more

SEC Proposes Broadened Executive Compensation “Clawback” Rules

On July 1, the SEC proposed rules requiring national security exchanges (such as NYSE and Nasdaq) to establish listing standards requiring publicly traded companies to adopt, comply with and disclose written clawback...more

SEC Proposes Clawback Rules

Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more

Ouch! SEC’s Proposed Executive Compensation Clawback Rules Carry a Sting

On July 1, 2015, the Securities and Exchange Commission proposed long-awaited rules to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating any company whose securities are...more

Blog: SEC Proposes Clawback Rules

At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal....more

SEC Proposes Rules Relating to Clawbacks of Incentive-Based Compensation

On July 1, 2015, the Securities and Exchange Commission proposed rules that would require stock exchanges to adopt listing standards relating to the clawback of incentive-based compensation for certain executive officers...more

SEC Issues Proposed Rules for Clawback Policies and Related Disclosure

On July 1, 2015, the Securities and Exchange Commission proposed rules regarding clawback policies and disclosure, requiring the recovery of incentive-based compensation of officers in cases of material non-compliance with...more

Securities and Exchange Commission Proposes Rules Regarding Claw-Back of Executive Compensation

Some five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Act”), the Securities and Exchange Commission (SEC) continues to work through the rule-making process required by the...more

SEC Announces Open Meeting on Proposed Clawback Requirements under Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act became law on July 21, 2010, introducing a variety of executive compensation-related regulations, including with respect to shareholder say-on-pay voting and...more

SEC Meeting to Consider Compensation Clawback Proposal

The SEC has announced an open meeting to consider clawback of executive compensation under Section 954 of the Dodd-Frank Act to be held on July 1, 2015. According to the notice of the meeting, the SEC will consider whether...more

In Case You Missed It - Interesting Items for Corporate Counsel - June 2015

The SEC’s Division of Economic and Risk Analysis issued analysis on the “potential effect on pay ratio disclosure of exclusion of different percentages of employees at a range of thresholds.” Without even trying to follow the...more

Corporate & Financial Weekly Digest - Volume X, Issue 22

In This Issue: - SEC Staff Releases Analysis Related to Pay Ratio Disclosure Rules - States Challenge Blue Sky Preemption Under Regulation A+ - FINRA Proposes Revised BrokerCheck Hyperlink Rule -...more

Blog: SEC On The Verge Of Proposal To Implement Dodd-Frank Clawback Provision

The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could...more

Why The WSJ Is Wrong About SEC Rulemaking On Claw backs

As noted by Broc Romanek, The Wall Street Journal yesterday announced: The Securities and Exchange Commission will soon propose long-awaited rules forcing companies to claw back, or revoke, some of their top...more

Recent SEC Enforcement Actions Renew Focus on Incentive Compensation Clawbacks

Recent SEC enforcement actions serve as a reminder that CEOs and CFOs are subject to incentive compensation clawbacks under Section 304 of the Sarbanes-Oxley Act even when there has been no misconduct on their part....more

The Financial Report -Volume 4, No. 4 • February 2015 (Global)

US Judicial Developments - Receiver can be subject to arbitration. The court-appointed receiver for hedge funds used as part of a Ponzi scheme sued the scheme’s “net winners” in an effort to claw back their gains....more

Corporate and Financial Weekly Digest - Volume X, Issue 6

In this issue: - SEC Publishes Rules for Reporting Security-Based Swaps - SEC Proposes Rules for Disclosure of Companies’ Hedging Policies - CFTC Extends Relief From Certain OCR Requirements - NFA...more

SEC "Claws Back" Bonuses and Stock Sale Profits From CFOs of Public Company Charged With Accounting Fraud

On February 10, 2015, the SEC announced settlements with two former chief financial officers of Saba Software, a Silicon Valley software company, that require the CFOs to repay Saba more than $500,000 in bonuses and profits...more

Blog: Companies Take Clawbacks Into Their Own Hands — Ouch, Is It Always A Good Thing?

As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions....more

CFOs Agree to Sarb-Ox Clawback

Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud. While...more

SEC Files SOX Claw-back Action

The Commission filed a settled administrative proceeding against two former CEOs of Saba Software, Inc. under the Sarbanes-Oxley claw back provisions. The action is based on the fact that the company has announced it will be...more

Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

Academics in Hong Kong have found that companies that have adopted executive compensation clawback provisions tend to substitute one type of earnings manipulation for another, and that this trend is more pronounced in...more

Corporate and Financial Weekly Digest - Volume X, Issue 4

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S - SEC Announces Proxy Voting Roundtable - CFTC Staff Issues No-Action Relief From Certain...more

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