News & Analysis as of

Dodd-Frank Wall Street Reform and Consumer Protection Act Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and... more +
The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and includes broad reforms related to many aspects of the financial and banking industry. Notable sections of the Act include stricter regulations of the derivatives market, as well as the Volcker Rule, which restricts the trading practices of FDIC-insured institutions.    less -
Cooley LLP

Do companies adopt clawback policies exceeding minimum SEC requirements?

Cooley LLP on

In 2022, after seven years of marinating on the SEC’s long-term agenda, the SEC adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. The rules directed the national securities exchanges to establish...more

Troutman Pepper

The Impact of Dodd-Frank Clawback Policies on NQDC Plans

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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

Mayer Brown Free Writings + Perspectives

DFA Era Incentive-Based Compensation Rule

In recent remarks, Securities and Exchange Commission Commissioner Lizarraga called on the SEC to move forward to implement the rulemaking mandate in Section 956 of the Dodd-Frank Act.  The Commissioner was speaking at an...more

Troutman Pepper

Revisiting Financial Institution Incentive Compensation Rules Under Dodd-Frank — The Consumer Finance Podcast

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In this episode of The Consumer Finance Podcast, Chris Willis delves into the renewed focus on incentive compensation by federal financial regulators. Joined by colleagues Sheri Adler and Jina Davidovich from the Employee...more

Latham & Watkins LLP

Agencies Issue Joint Proposal to Curb Incentive-Based Compensation in the Financial Services Industry

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The proposal seeks to make executive compensation arrangements more sensitive to risk and would require complex risk management programs to ensure compliance....more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

Proskauer - Employee Benefits & Executive...

Glass Lewis and ISS Announce Updates For 2024 Proxy Season

Glass Lewis (“GL”) recently released its annual Benchmark Policy Guidelines for 2024.  This update makes several changes to how the proxy advisory firm will evaluate company policies related to executive compensation. ...more

Proskauer - Employee Benefits & Executive...

Dodd-Frank Clawback Policy: Additional Action Required for NYSE-Listed Companies by December 31, 2023

Public companies nationwide have spent their summer and fall compensation seasons finalizing compensation clawback policies ahead of the December 1, 2023 deadlines set by the New York Stock Exchange (the “NYSE”) and the...more

Skadden, Arps, Slate, Meagher & Flom LLP

December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing...more

Katten Muchin Rosenman LLP

See Katten's Model Clawback Policy as Mandatory Rules Take Effect

As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...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

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

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On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

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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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

On June 9, 2023, the Securities and Exchange Commission (SEC) approved, on an accelerated basis, the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed listing standards implementing the SEC’s...more

Manatt, Phelps & Phillips, LLP

Dodd-Frank Clawback Rule: NYSE and Nasdaq Extend Effective Date for Compliance to December 1, 2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the “clawback” listing standards proposed by the New York Stock Exchange (NYSE) and Nasdaq, including the amendments filed by each, extending the...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

Troutman Pepper

Clawback Policies Required by December 1

Troutman Pepper on

The New York Stock Exchange (NYSE) and Nasdaq amended their previously proposed clawback listing standards on June 5 and June 6 respectively to give listed companies until December 1 to adopt required clawback policies. On...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

Troutman Pepper

SEC Updates Clawback Rule Timing

Troutman Pepper on

Recent updates from the Securities and Exchange Commission (SEC) make it likely that companies will need to finalize clawback policies compliant with the Dodd-Frank Act by early August 2023....more

Morgan Lewis - ML Benefits

SEC Indicates Early August 2023 May Be Deadline for Adoption of Dodd-Frank–Compliant Clawback Policies

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq),...more

Woodruff Sawyer

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

Woodruff Sawyer on

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

BakerHostetler

New DOJ Policies Tie Employee Compensation to Compliance

BakerHostetler on

On March 15, 2023, the U.S. Department of Justice (DOJ or the Department) launched a three-year Compensation Incentives and Clawbacks Pilot Program (Clawback Program) intended to incentivize companies to create more robust...more

BakerHostetler

Nasdaq and NYSE Propose Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error

BakerHostetler on

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more

Manatt, Phelps & Phillips, LLP

SEC New Pay Versus Performance Disclosures – They Are Here!

Background - On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing the pay versus performance disclosure required by Section 935(a) of Dodd-Frank, effective for executive...more

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