Compliance into the Weeds - SOX Compliance, PCAOB Inspections and Audits
Compliance into the Weeds-Episode 57-SOX Reform or Not?
Compliance into the Weeds-Episode 51, the PCAOB and Compliance
Compliance into the Weeds-Espiode 47
Everything Compliance-Episode 12
Day 5 of One Month to Better Investigations and Reporting-the Board’s Investigation Protocol
Compliance into the Weeds-Episode 30-SOX 404(b)
FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
by Elizabeth Nedrow Many aspects of benefits and executive compensation require coordination between a company’s benefits, HR, finance and securities compliance personnel. One topic currently responsible for many such “all...more
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
On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
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
Can a new Department of Justice enforcement approach make clawback policies covering criminal activities a best practice? The DOJ is implementing a new policy under which prosecutors will make clawback policies for...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
In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more
Proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis (“GL”) each published their annual policy updates for 2023, which updates made certain changes relating to executive compensation. As a general...more
On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...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
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
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
Summary - The SEC this week adopted new rules that will require publicly traded companies to “claw back” incentive-based executive compensation that a company awarded to the executive based on materially misreported...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more
DOJ and the SEC Enforcement Division have launched initiatives targeting executive compensation clawbacks. The SEC is aggressively pursuing SOX 304 compensation clawbacks from Chief Executive Officers and Chief Financial...more
The government's focus on clawbacks is at a fever pitch. At the Practicing Law Institute's SEC Speaks conference earlier this month, senior officials within the SEC's Division of Enforcement emphasized the agency's increasing...more
Remember the clawback provision of SOX 304? That provision provides a reimbursement remedy against CEOs and CFOs when the issuer has restated its financial statements as a result of misconduct. Although the provision was...more
Executive compensation clawback policies continue to grow in popularity. Although the Securities and Exchange Commission (SEC) has not yet finalized its rules under the Dodd-Frank Wall Street Reform and Consumer Protection...more
A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer...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
A series of recent Delaware Chancery Court and Securities and Exchange Commission (“SEC”) decisions—coupled with anticipated SEC action to finalize the three remaining Dodd-Frank Wall Street Reform and Consumer Protection Act...more
The SEC alleges that Marrone Bio Innovations, Inc. misstated its revenue. The SEC recently brought a settled enforcement action against its former CFO. The SEC alleges the CFO received bonuses during the 12-month periods...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
The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more
The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more