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Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations

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

NYSE and Nasdaq Propose Clawback Listing Standards: What You Need to Know

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

SEC Adopts Dodd-Frank Clawback Rules: Executive Compensation Recovery Expands to “little r” restatements

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

Pay for Performance Rules Finally Here—What You Need to Know

At long last, on August 25, 2022, the Securities and Exchange Commission adopted the pay versus performance disclosure requirements directed by the Dodd-Frank Act over twelve years ago. The surprise rulemaking action is...more

Securities Snapshot: 2nd Quarter 2022

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

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