News & Analysis as of September 25, 2024

Incentive Compensation

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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Companies Should (Again) Review Releases They Sign With Departing Employees—The SEC Is Not Going To Lose Interest In This Issue

SECIL Law on 9/21/2023

The U.S. Securities and Exchange Commission (“SEC”), in a couple of recent settled actions, continues to warn companies that the practice of requiring departing employees to sign comprehensive releases in return for...more

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

BakerHostetler on 3/21/2023

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

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

The SEC Incentive-Based Compensation Clawback Rule is now effective

Kennedys on 2/3/2023

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

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

Mintz - Securities Litigation Viewpoints on 11/30/2022

On October 26, 2022, the Securities and Exchange Commission, in a 3-2 vote, adopted a new rule, Exchange Act Rule 10D-1. Rule 10D-1 directs national securities exchanges adopt listing standards to require all issuers...more

SEC adopts “clawback” rules for erroneously awarded executive compensation

Eversheds Sutherland (US) LLP on 11/29/2022

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

The Claws are Sharpened – SEC finalizes Clawback Regulations under Dodd-Frank

Dechert LLP on 11/23/2022

The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more

SEC Adopts Long-Awaited Final Clawback Rule

Cooley LLP on 11/18/2022

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

SEC Issues Long-Awaited Rule on Clawback of Executive Compensation

Vinson & Elkins LLP on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1, a rule requiring companies to recover erroneously awarded incentive-based compensation based on mistakes in the companies’ financial...more

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on 11/7/2022

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted rules1 implementing Section 10D-1 of the Securities Exchange Act of 1934, a provision added by the Dodd-Frank Act of 2010, which will require listed...more

How to Navigate the SEC’s New Clawback Rules

Latham & Watkins LLP on 11/4/2022

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

SEC Adopts Final Rules Requiring Disclosure and Recovery of Erroneously Awarded Incentive-Based Compensation

Goodwin on 11/2/2022

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

SEC Adopts Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP on 11/1/2022

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on 10/31/2022

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

New SEC Rule Requires Incentive-Compensation Clawback, Filing and Disclosure Obligations

Holland & Knight LLP on 10/27/2022

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

SEC Adopts Rules Requiring Compensation Clawback Policies

Sullivan & Worcester on 10/27/2022

The SEC adopted long-pending rules requiring the recovery of erroneously awarded compensation as required by Congress in the Dodd-Frank Act. The rules will, among other things, require securities exchanges to adopt listing...more

SEC Reopens Comments on Compensation Clawbacks

Stinson - Corporate & Securities Law Blog on 10/15/2021

In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more

Dodd-Frank and Executive Compensation — Where Are We Now?

Seyfarth Shaw LLP on 8/31/2015

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

SEC Proposes Rules to Direct Exchanges to Require Compensation Recovery Policies

Morrison & Foerster LLP on 8/10/2015

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

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

Holland & Knight LLP on 8/7/2015

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

Perkins Coie on 8/3/2015

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

SEC Proposes Mandatory Incentive Compensation Clawback Rules

Goodwin on 7/17/2015

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

SEC Proposes Rules Requiring Companies to Adopt, Disclose, and Comply With Clawback Policies on Erroneously Awarded Executive...

Morgan Lewis on 7/10/2015

On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a long-awaited release (Proposing Release) proposing rules that would direct the national securities exchanges to establish listing standards requiring...more

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