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Dodd-Frank Wall Street Reform and Consumer Protection Act › Clawbacks › Corporate Governance

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 -
Latham & Watkins LLP

Is the SEC Clawback Rule Unlawful?

Latham & Watkins LLP on

Nasdaq and NYSE-listed companies must have a compensation recovery policy that complies with the Securities and Exchange Commission’s clawback rule. The rule requires the clawback of executive compensation after an accounting...more

Snell & Wilmer

ISS Updates its Executive Compensation Policy FAQs for 2025 Proxy Season

Snell & Wilmer on

Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, recently updated its Executive Compensation Policy Frequently Asked Questions (“FAQs”). A full link to the ISS guidance can be found here....more

Cooley LLP

ISS Issues Off-Cycle US Executive Compensation FAQ on Meaning of ‘Robust’ Clawback Policy

Cooley LLP on

On October 11, 2024, Institutional Shareholder Services (ISS) released a new FAQ regarding clawback policies as an update to its United States Executive Compensation Policies, which give insight into, among other things, ISS...more

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

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

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

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Groom Law Group, Chartered

SEC’s Final “Clawback” Rule May Pose Code Section 409A Issues for Nonqualified Plan Sponsors

Groom Law Group, Chartered on

In 2015, the Securities and Exchange Commission (“SEC”) proposed under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) a requirement for publicly-traded companies to adopt clawback...more

Katten Muchin Rosenman LLP

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

Katten Muchin Rosenman LLP on

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

Sheppard Mullin Richter & Hampton LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Approves Stock Exchange Rules for Dodd-Frank Clawbacks

Skadden, Arps, Slate, Meagher & Flom LLP on

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

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

BakerHostetler on

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

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

Cooley LLP

SEC posts NYSE and Nasdaq proposals for clawback listing standards

Cooley LLP on

It was just November last year when the SEC finally adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. (Remember that Dodd-Frank dates to 2010 and the clawback rules were initially proposed by the...more

BCLP

Mark Your Calendar: 2023 Key Compliance Deadlines for SEC’s Final Compensation Clawback Rules

BCLP on

As discussed in our recent blog post, the SEC recently adopted final executive officer incentive compensation clawback rules (the “Clawback Rules”) pursuant to the requirements of the Dodd-Frank Act.  The Clawback Rules,...more

Perkins Coie

Final Clawback Rules Adopted by the SEC

Perkins Coie on

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

Wyrick Robbins Yates & Ponton LLP

SEC Adopts Long-Awaited Clawback Rules

Wyrick Robbins Yates & Ponton LLP on

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted a final rule that will require most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from current or...more

Alston & Bird

SEC Adopts Executive Compensation Clawback Rules

Alston & Bird on

The Securities and Exchange Commission is now requiring companies to claw back erroneously awarded compensation. Our Securities Group takes stock of the new rule and what companies must do to comply....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Clawback Rules and Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on

On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) adopted long-awaited final rules implementing the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Act. The final rules...more

Womble Bond Dickinson

SEC Adopts Long-Awaited Clawback Rules

Womble Bond Dickinson on

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

Latham & Watkins LLP

How to Navigate the SEC’s New Clawback Rules

Latham & Watkins LLP on

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

Cooley LLP

SEC adopts final rules on compensation clawbacks in the event of financial restatements—“Big R” and “little r” [UPDATED]

Cooley LLP on

[This post revises and updates my earlier post primarily to reflect in greater detail the contents of the adopting release. For a discussion of the comments and criticisms of the SEC Commissioners at the open meeting at which...more

Stinson - Corporate & Securities Law Blog

SEC Issues Final Compensation Clawback Rules

Stinson - Corporate & Securities Law Blog on

The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more

Goodwin

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

Goodwin on

​​​​​​​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

WilmerHale

SEC Adopts Requirements for Clawback of Erroneously Awarded Compensation

WilmerHale on

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

Holland & Knight LLP

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

Holland & Knight LLP on

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

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