News & Analysis as of

Executive Compensation Financial Reporting Corporate Governance

Cooley LLP

The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters

Cooley LLP on

Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the...more

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

Wilson Sonsini Goodrich & Rosati

Corp Fin Issues New CDIs on Clawback-Related Disclosure

On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on...more

BCLP

Don’t Forget Accounting Rules When Accelerating Vesting of Stock-Based Awards

BCLP on

Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more

Nelson Mullins Riley & Scarborough LLP

The SEC’s New Clawback Rules: Things to Know as the Deadline to Adopt Compliant Policies Approaches

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

BakerHostetler

SEC Provides Additional Compliance & Disclosure Interpretations for Further Clarification on Pay-Versus Performance Disclosure

BakerHostetler on

Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

BCLP on

As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Troutman Pepper Locke

December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast

Troutman Pepper Locke on

Join Troutman Pepper Partners Chris Willis and Sheri Adler as they dive into the new requirement for publicly traded companies (including financial services companies) to adopt a clawback policy requiring the recoupment of...more

Goodwin

Frequently Asked Questions: Pay Versus Performance Final Rules - Update

Goodwin on

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not...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

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

BCLP

SEC approves executive officer incentive compensation clawback rules

BCLP on

On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more

BCLP

SEC Tightens Accounting for “Spring-Loaded” Equity Awards

BCLP on

Spring-loading - awarding equity awards before announcing material good news - was in the headlines 15 years ago but still surfaces on occasion, notably when in July 2020 Kodak made large grants to executives the day before a...more

Eversheds Sutherland (US) LLP

FINRA’s diversity and inclusion efforts

FINRA has recently taken steps to advance diversity and inclusion in the broker-dealer industry. Regulatory Notice 21-17 - On April 29, 2021, FINRA issued Regulatory Notice 21-17, seeking comments on supporting...more

Skadden, Arps, Slate, Meagher & Flom LLP

Remuneration and Incentive Arrangements Under UK Law

UK employee and executive share plan and remuneration arrangements were subject to a number of different European Union laws and regulations, which ceased to apply on 31 December 2020. Some areas of ongoing uncertainty and...more

Orrick, Herrington & Sutcliffe LLP

Amendments to Smaller Reporting Company Definition

On June 28, 2018, the Securities and Exchange Commission ("SEC") adopted amendments to the definition of "smaller reporting company" to expand the number of public companies that are eligible to provide scaled disclosure and...more

A&O Shearman

UK Corporate Governance Reform – the Government’s Final Proposals

A&O Shearman on

On 29 August 2017, the UK Government published its response to the green paper on corporate governance reform that it issued at the end of November 2016. It intends to implement its reform proposals — so that they apply to...more

WilmerHale

SEC Proposes Compensation Clawback Rules

WilmerHale on

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

Snell & Wilmer

SEC Update

Snell & Wilmer on

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Mintz - Health Care Viewpoints

New York’s Nonprofit Revitalization Act Becomes Law

On December 18, 2013, New York State Governor Andrew Cuomo signed the Nonprofit Revitalization Act of 2013 (the Act) into law, triggering the first overhaul of the New York Not-for-Profit Corporation Law (N-PCL) in more than...more

22 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide