News & Analysis as of

Executive Compensation Clawbacks Proposed Regulation

Troutman Pepper

The Impact of Dodd-Frank Clawback Policies on NQDC Plans

Troutman Pepper on

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

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

Foley Hoag LLP - Public Companies & the Law

FAQs on Nasdaq & NYSE Executive Compensation Clawback Policy Requirements

*Timing Update* The New York Stock Exchange (“NYSE”) and Nasdaq filed amendments to their proposed rules requiring that all listed companies adopt adequate clawback policies on executive compensation. Under the amended...more

Nelson Mullins Riley & Scarborough LLP

A Proposed New Failed Bank Clawback Act

Currently, the FDIC has a limited ability to claw back executive compensation in the event of a bank failure. An unlikely combination of U.S. Senators, including Elizabeth Warren (D-MA), Josh Hawley (R-MO), and J.D. Vance...more

Holland & Knight LLP

Public Companies May Need to Adopt Updated Clawback Policies by Aug. 8, 2023

Holland & Knight LLP on

During the last week of April, the U.S. Securities and Exchange Commission (SEC) extended the deadline by which it must approve or disapprove of the proposed New York Stock Exchange (NYSE) and Nasdaq Stock Market compensation...more

Katten Muchin Rosenman LLP

SEC Adopts Mandatory Rules for Clawing Back Incentive-Based Compensation: Questions and Answers for Public Companies and Best...

On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Clawback Rules and Disclosure Requirements

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more

White & Case LLP

SEC (Finally) Adopts Clawback Rules

White & Case LLP on

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

Allen Matkins

Could A "Red Wave" Wipe Out The SEC's Clawback Rules?

Allen Matkins on

The Securities and Exchange Commission new "clawback" rules were approved on a divided vote.  The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption.  Tomorrow's election will...more

Sullivan & Worcester

SEC Adopts Rules Requiring Compensation Clawback Policies

Sullivan & Worcester on

The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more

Wilson Sonsini Goodrich & Rosati

Comment Periods Close Again for Proposed Clawback and Pay-for-Performance Rules: A Refresher

Two Securities and Exchange Commission (SEC) executive compensation rules on recoupment of incentive compensation in the event of a financial restatement (clawbacks) and the correlation between executive pay and company...more

Katten Muchin Rosenman LLP

SEC Comment Period Ends for Controversial Proposal Regarding Clawbacks of Executive Incentive Compensation Without Official Action

On October 14, Chairman Gensler announced that the Securities and Exchange Commission (SEC) would reopen the comment period for the controversial compensation clawback rule that it had initially proposed in 2015 in response...more

Allen Matkins

A Few Comments On The SEC's Proposed Claw Back Rules

Allen Matkins on

Earlier this month, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation.   The SEC first...more

Latham & Watkins LLP

10 Key Takeaways From the Section 162(m) Proposed Regulations

Latham & Watkins LLP on

Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation. Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more

Cooley LLP

Blog: What’s Happening With Those SEC Proposals For Dodd-Frank Clawbacks And Disclosure Of Pay For Performance And Hedging?...

Cooley LLP on

The SEC’s latest Regulatory Flexibility Agenda, which identifies those regs that the SEC intends to propose or adopt in the coming year— and those deferred for a later time—has now been posted. The Agenda shifts to the...more

Winstead PC

Agencies Propose Incentive Compensation Rules for Financial Institutions

Winstead PC on

The Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the U.S. Securities and Exchange Commission recently proposed new restrictions...more

Allen Matkins

Where In The World Is An Issuer’s Home Country?

Allen Matkins on

The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

FAQs on the SEC’s Proposed Clawback Rule

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a rule directing national securities exchanges and associations to establish listing standards that require public companies to adopt and enforce a...more

Allen Matkins

Conduct Unbecoming Of An Officer And An Employee?

Allen Matkins on

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities...more

Latham & Watkins LLP

How to Navigate the SEC’s Proposed Mandate on Clawbacks

Latham & Watkins LLP on

US publicly listed companies should plan now for proposed stringent policies and required disclosures. Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more

Allen Matkins

Implementation Issues Abound For The SEC’s Proposed Clawback Rules

Allen Matkins on

When adopted, the incentive compensation clawback rules recently proposed by the Securities and Exchange Commission are likely to present issuers with a number of implementation challenges. Some of these challenges have been...more

Goodwin

SEC Proposes Mandatory Incentive Compensation Clawback Rules

Goodwin on

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

Stoel Rives LLP

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

Stoel Rives LLP on

The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...more

WilmerHale

SEC Proposes Compensation Clawback Rules

WilmerHale on

Highlights - - As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more

Faegre Drinker Biddle & Reath LLP

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

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