On April 11, 2025, the Staff of the SEC’s Division of Corporation Finance released six Compliance and Disclosure Interpretations (“C&DIs”) that address the Form 10-K restatement checkboxes and related disclosures under Item...more
5/2/2025
/ Clawbacks ,
Disclosure Requirements ,
Executive Compensation ,
Financial Reporting ,
Form 10-K ,
Incentive Compensation ,
New Guidance ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On June 5, 2023, the New York Stock Exchange (NYSE) filed Amendment No. 1 to its proposed listing standard related to the Securities and Exchange Commission’s (SEC) Rule 10D-1 (the “Clawback Rule”), extending the effective...more
On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC...more
5/3/2023
/ Clawbacks ,
Dodd-Frank ,
Listing Rules ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Rule 10D-1 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Exchange ,
Time Extensions
Securities and Exchange Commission rulemaking continued at a brisk pace in the first quarter of 2023 as the Commission implemented several significant reporting and compliance regulations adopted in 2022. Final rules and...more
3/29/2023
/ 10b5-1 Plans ,
Clawbacks ,
Compensation ,
Compliance ,
Cooling-Off Rule ,
Disclosure Requirements ,
Dodd-Frank ,
Environmental Social & Governance (ESG) ,
EU ,
Final Rules ,
Form 10-K ,
GAAP ,
Incentives ,
Principal Executive Officer ,
Reporting Requirements ,
Rulemaking Process ,
Securities ,
Securities and Exchange Commission (SEC) ,
Universal Proxy
On February 22, 2023, the New York Stock Exchange (NYSE) and on February 24, 2023, Nasdaq filed proposed listing standards with the U.S. Securities and Exchange Commission (SEC) to adopt executive compensation recovery rules....more
During the fourth quarter of 2022, the Securities and Exchange Commission continued its brisk pace of rulemaking across several disclosure initiatives. The Commission reopened the comment period for its share repurchase...more
1/3/2023
/ CDIs ,
Clawbacks ,
Comment Period ,
Cryptocurrency ,
Disclosure Requirements ,
Diversity ,
Inflation Reduction Act (IRA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Securities Regulation ,
Stock Repurchases ,
Universal Proxy
On October 26, 2022, the Securities and Exchange Commission adopted the clawback rules required by Section 10D of the Securities Exchange Act of 1934, which was added over a dozen years ago by the Dodd-Frank Act. Stock...more
After proposing an unprecedented volume of rules in the first quarter of 2022 related to ESG, cybersecurity risk management, insider trading, and issuer repurchases, among other rules, the Securities and Exchange Commission...more
7/8/2022
/ Clawbacks ,
Confidentiality Agreements ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Electronic Filing ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Whistleblower Protection Policies
BUSY FOURTH QUARTER FOR SEC STAFF -
During the fourth quarter of 2021, the Securities and Exchange Commission reopened the comment period for its controversial compensation clawback rule that it initially proposed in 2015...more
1/25/2022
/ Benchmarks ,
Clawbacks ,
Comment Period ,
Electronic Filing ,
Institutional Shareholder Services (ISS) ,
No-Action Requests ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation