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 “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
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
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
On January 27, 2023, the SEC’s new Executive Compensation Clawback Rules became effective. The rules require listed companies to: (1) develop and implement a policy to recover erroneously awarded incentive-based compensation...more
Employers with stock listed on a national security exchange will become subject to a new final rule mandating the implementation of a policy that will require employers to recoup incentive-based compensation from officers who...more
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd‑Frank Act. The final rules were published in the Federal Register on November 28, 2022...more
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
Rulemaking Background - The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the U.S. Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank...more
Summary - On October 26, the Securities and Exchange Commission (SEC) adopted final rules to implement Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
The long-anticipated rules regarding recovery of erroneously awarded incentive-based compensation, commonly referred to as a “clawback,” were adopted by the Securities and Exchange Commission by a 3-2 vote on October 26,...more
Congress in 2010 passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Pursuant to Section 954 of the Dodd-Frank Act, the U.S. Securities and Exchange Commission (SEC) was tasked with adopting...more
The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more
Today is the close of the comment period on the Securities and Exchange Commission’s proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more
US publicly listed companies should plan now for proposed stringent policies and required disclosures. Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank” or the “Act”) includes a number of measures focused on governance and disclosure practices related to executive compensation. Although...more
When adopted, the incentive compensation clawback rules recently proposed by the Securities and Exchange Commission are likely to present issuers with a number of implementation challenges. Some of these challenges have been...more
On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more
In proposing executive incentive compensation clawback rules, the Securities and Exchange Commission departs materially from the plain words of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act....more
Highlights - - As mandated by the Dodd-Frank Act, the Securities and Exchange Commission has proposed rules requiring national securities exchanges to require listed companies to develop, implement and disclose policies...more