On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments...more
On June 21, 2024, The Nasdaq Stock Exchange (“Nasdaq”) filed a proposed rule change with the Securities and Exchange Commission to modify the application of the bid price compliance period as a result of which a company takes...more
The U.S. Court of Appeals for the Fifth Circuit agreed recently to revisit a challenge to Nasdaq's board diversity rule. As we previously reported, a three-judge panel of the Fifth Circuit upheld the rule in October 2023....more
Beginning on December 1, 2023, companies listed on the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“Nasdaq”) will need to adopt and comply with policies providing for the recovery, or “clawback”, of...more
This post discusses three recent updates to Nasdaq listing rules including relating to 1) reverse stock splits, 2) board diversity, and 3) code of conduct waivers....more
In August, the SEC posted a proposed Nasdaq rule change that would establish listing standards related to notification and disclosure of reverse stock splits. According to the Nasdaq proposal, the volume of reverse splits...more
In today’s episode of “Just Compensation,” Kate Basmagian, partner in Lowenstein’s Capital Markets & Securities group and chair of the firm's ESG group; Christine Osvald-Mruz, partner in the Employee Benefits & Executive...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed clawback listing standards, including the amendments that delayed the...more
After a threatened accelerated timeline, and then several welcomed delays, the Securities and Exchange Commission (SEC) has approved final clawback policy listing requirements for both the NYSE and Nasdaq markets. The listing...more
Executives at public and private companies will soon run the risk of having their compensation subject to forfeiture for financial misstatements and corporate criminal misconduct under their watch thanks to new “clawback”...more
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
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
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
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
As previously reported, NYSE and Nasdaq filed proposed listing standards with the Securities and Exchange Commission (“SEC”) earlier this year to implement the SEC’s rule requiring most publicly traded companies to adopt a...more
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
On June 9, 2023, the US Securities and Exchange Commission (SEC) approved amendments to clawback policy listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) that extend the...more
The New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) have each postponed the effective date for proposed listing standards implementing the Dodd-Frank clawback rules until October 2, 2023. Listed companies...more
The New York Stock Exchange (NYSE) on June 5, 2023, filed an amendment to its incentive compensation clawback listing standard originally proposed in February 2023. The Nasdaq Stock Market followed suit and filed an analogous...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
NYSE, NYSE American and Nasdaq have postponed the effective date of the proposed clawback listing standards, so they would take effect on October 2, 2023, and issuers would be required to adopt compliant clawback policies by...more
On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an...more
As described in Part 4 of our 2022 end of year plan sponsor “to do” list, on October 26, 2022, the Securities and Exchange Commission published the final clawback rules under the Dodd-Frank Wall Street Reform and Consumer...more
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
In light of NYSE and Nasdaq's proposed listing standards on clawback policies, it is time to assess your public company's clawback provisions and consider the appropriate policy to put in place. As a reminder, these new...more