News & Analysis as of

Final Rules Incentive Compensation

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more

Fisher Phillips

Executives, Beware: Your Salary Could Be On the Line - 5 Steps You Should Take To Address New Clawback Rules

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Executives at public and private companies will soon run the risk of having their compensation subject to forfeiture for financial misstatements and corporate criminal misconduct under their watch thanks to new “clawback”...more

BakerHostetler

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

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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

Woodruff Sawyer

The SEC’s New Compensation “Clawback” Rules: What Directors and Officers Should Know

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The US Securities and Exchange Commission (SEC) adopted new rules in October 2022 that implement the compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Kennedys

The SEC Incentive-Based Compensation Clawback Rule is now effective

Kennedys on

On January 27, 2023, the SEC’s new Executive Compensation Clawback Rules became effective. The rules require listed companies to: (1) develop and implement a policy to recover erroneously awarded incentive-based compensation...more

Littler

Publicly Traded Employers Will Need to Claw Back Incentive Pay from Former and Current Executive Officers

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Employers with stock listed on a national security exchange will become subject to a new final rule mandating the implementation of a policy that will require employers to recoup incentive-based compensation from officers who...more

Proskauer - Employee Benefits & Executive...

Final SEC Clawback Rules: Key Dates that Issuers Need to Know

On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal...more

Eversheds Sutherland (US) LLP

SEC adopts “clawback” rules for erroneously awarded executive compensation

On October 26, 2022, the Securities and Exchange Commission (the SEC) approved final rules (the Clawback Rules) requiring publicly traded companies to develop, implement and disclose policies providing for recovery, or...more

Dechert LLP

The Claws are Sharpened – SEC finalizes Clawback Regulations under Dodd-Frank

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The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more

Cooley LLP

SEC Adopts Long-Awaited Final Clawback Rule

Cooley LLP on

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more

Jones Day

SEC Adopts Final Dodd-Frank Act Clawback Rules

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The Securities and Exchange Commission has issued final rules under which the national securities exchanges and associations will require listed issuers to adopt and operate accounting restatement-based clawback policies that...more

Jones Day

SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation

Jones Day on

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, on October 26, 2022, the Securities and Exchange Commission adopted final rules directing the national securities exchanges and national...more

J.S. Held

Crosscurrents: J.S. Held’s Environmental, Social & Governance Observations (The SEC’s Executive Compensation Claw Back Final Rule)

J.S. Held on

On Wednesday, October 26th, 2022, the U.S. Securities and Exchange Commission (SEC) finalized the Listing Standards for Recovery of Erroneously Awarded Compensation Final Rule (Final Rule) that was mandated by the Dodd-Frank...more

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Long-Awaited Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted a final rule that will require most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from current or...more

Kramer Levin Naftalis & Frankel LLP

The SEC Adopts Incentive-Based Compensation Clawback Rule

On Oct. 26, the SEC adopted a final rule addressing the obligations of listed issuers or “companies” to recover incentive-based compensation paid to executive officers prior to an accounting restatement. The final rule will...more

Latham & Watkins LLP

How to Navigate the SEC’s New Clawback Rules

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The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more

Sheppard Mullin Richter & Hampton LLP

Another Seven Year Wait is Over! SEC Finalizes Regulations on Clawback of Incentive Compensation for Restated Financial Statements

As we recently noted (see our Corporate & Securities Law blog from October 26, 2022, “SEC Adopts New Executive Compensation Clawback and Disclosure Rule”), in accordance with Section 954 of the Dodd-Frank Wall Street Reform...more

Proskauer - Employee Benefits & Executive...

Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules

Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback...more

Stinson - Corporate & Securities Law Blog

SEC Issues Final Compensation Clawback Rules

The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more

Goodwin

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on

​​​​​​​On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more

Foley & Lardner LLP

SEC Adopts Final Rules Mandating Compensation Clawback Policies

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On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

WilmerHale

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on

The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more

Nelson Mullins Riley & Scarborough LLP

SEC Adopts “Clawback” Listing Standards and Disclosure Rules

In another move to implement the provisions of 2010’s Dodd-Frank Act, the SEC has adopted final rules that direct national securities exchanges to adopt listing standards that require issuers to adopt and implement recovery,...more

Holland & Knight LLP

New SEC Rule Requires Incentive-Compensation Clawback, Filing and Disclosure Obligations

Holland & Knight LLP on

Congress in 2010 passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Pursuant to Section 954 of the Dodd-Frank Act, the U.S. Securities and Exchange Commission (SEC) was tasked with adopting...more

Foley Hoag LLP

Department of Labor Permits Payment of Incentive Compensation by Employers Using Fluctuating Workweek

Foley Hoag LLP on

On May 20, 2020, the United States Department of Labor (DOL) released a Final Rule authorizing employers that use the “fluctuating workweek” method for calculating employees’ regular rates of pay to award employees additional...more

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