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Executive Compensation Securities and Exchange Commission (SEC) Corporate Officers

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

Burns & Levinson LLP

Client Advisory: Executive Compensation and Clawbacks

Burns & Levinson LLP on

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

BCLP

Jump Start on Disclosure Changes and Updates for Q2 2023 SEC Filings

BCLP on

As we near June 30, 2023, companies are advised to get a jump start on disclosure changes and possible updates to upcoming Form 10-Qs (or Form 10-Ks in the case of non-calendar year companies). The SEC recently updated the...more

Goodwin

SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

Goodwin on

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

Wilson Sonsini Goodrich & Rosati

NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]

Propose Effective Date of October 2, 2023 [Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related...more

Wilson Sonsini Goodrich & Rosati

SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023....more

Latham & Watkins LLP

NASDAQ and NYSE File Proposed Listing Standards for Clawback Rules

Latham & Watkins LLP on

The proposals align with the SEC’s recent rule related to the recovery of erroneously awarded incentive compensation. On February 22, 2023, the Nasdaq Stock Market LLC (Nasdaq) and New York Stock Exchange LLC (NYSE) each...more

Stinson - Corporate & Securities Law Blog

Stock Exchanges Publish Proposed Clawback Rules

Both the NYSE and Nasdaq have issued proposed clawback rules in connection with SEC Rule 10D-1. NYSE - The NYSE proposes to comply with Rule 10D-1 by adopting proposed new Section 303A.14 of the Listed Company Manual....more

Latham & Watkins LLP

Recent Developments for Directors - February 2023

Latham & Watkins LLP on

SEC Amends Trading Plan Rule, Requires More Disclosure for Insider Trading Amended - Rule 10b5-1 for trading plans takes effect on February 27, 2023. The amended rule adds new conditions to the affirmative defense against...more

Wilson Sonsini Goodrich & Rosati

Corp Fin Publishes New CDIs on Clawback Rules – Addresses Cover Page Check Boxes

On January 27, 2023, the SEC’s Division of Corporation Finance (Corp Fin) published four new Compliance and Disclosure Interpretations (CDIs) relating to the SEC’s recently adopted clawback rules. Please refer to our previous...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

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

Davies Ward Phillips & Vineberg LLP

SEC Adopts Final Rules for Recovery of Erroneously Awarded Compensation

After years of deliberations and delays, the U.S. Securities and Exchange Commission (SEC) adopted final rules on clawbacks in October 2022. The new rules (known as Rule 10D-1) require U.S. national securities exchanges and...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

Katten Muchin Rosenman LLP

SEC Adopts Mandatory Rules for Clawing Back Incentive-Based Compensation: Questions and Answers for Public Companies and Best...

On October 26, the Securities and Exchange Commission (SEC) adopted long-delayed rules which will require companies to implement mandatory "clawback" policies with respect to incentive-based compensation if the company's...more

White & Case LLP

SEC (Finally) Adopts Clawback Rules

White & Case LLP on

On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

Allen Matkins

Could A "Red Wave" Wipe Out The SEC's Clawback Rules?

Allen Matkins on

The Securities and Exchange Commission new "clawback" rules were approved on a divided vote.  The two Republican members of the Commission, Hester M. Peirce and Mark T. Uyeda voted against adoption.  Tomorrow's election will...more

Allen Matkins

Has The SEC Conflated Indemnification And Insurance?

Allen Matkins on

Today's post continues the discussion of the SEC's recent adoption of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...more

Wilson Sonsini Goodrich & Rosati

SEC Adopts Final Clawback Rules

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

Allen Matkins

The SEC's Failure To Update May Defenestrate Claw-Back Rule Making

Allen Matkins on

As has been widely reported, the Securities and Exchange Commission last week finally adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies...more

Allen Matkins

SEC Reopens Comment Period On Deeply Flawed Proposed Claw-Back Rules

Allen Matkins on

Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to...more

Katten Muchin Rosenman LLP

SEC Comment Period Ends for Controversial Proposal Regarding Clawbacks of Executive Incentive Compensation Without Official Action

On October 14, Chairman Gensler announced that the Securities and Exchange Commission (SEC) would reopen the comment period for the controversial compensation clawback rule that it had initially proposed in 2015 in response...more

Latham & Watkins LLP

Key Compensation Items for the 2020 Proxy Season and Beyond

Latham & Watkins LLP on

Public companies should consider recent SEC and proxy advisory developments and other perennial executive compensation matters. This Client Alert offers a summary of the key executive compensation related reminders and...more

Harris Beach PLLC

New SEC Rules Will Require Disclosure of Hedging Policies

Harris Beach PLLC on

The Securities and Exchange Commission (SEC) has adopted new rules that will require public companies to disclose their hedging practices and policies for employees, officers and directors in proxy and information statements...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Solicits Comment on Modernizing the Rules and Forms for Stock-Based Compensation

On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more

Thomas Fox - Compliance Evangelist

Clawbacks – Putting Fear into Executives' Hearts?

We are in October and I am looking forward to my annual exploration of classic monster movies beginning this coming Friday. This year I decided to go back to the roots by watching the 30s and 40s classic Universal monster...more

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