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Executive Compensation › Sarbanes-Oxley › Financial Statements

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

Faegre Drinker Biddle & Reath LLP

SEC Adopts Rule to Require Listed Companies to Adopt Clawback Policies

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In October, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10D-1, directing securities exchanges to adopt listing standards requiring listed companies to adopt and implement policies to recover...more

Mintz - Securities Litigation Viewpoints

SEC Adopts New Incentive-Based Compensation "Clawback" Rule

Mintz - Securities Litigation Viewpoints on

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

White & Case LLP

SEC: The watchdog bares its teeth

White & Case LLP on

The Securities and Exchange Commission (SEC) has followed through on its much publicized intention of more aggressive enforcement. For instance, in June, the regulator brought an accounting fraud action that included a...more

Herbert Smith Freehills Kramer

SEC Settlement Invokes Rarely Used Sarbanes-Oxley Act Provision Requiring Reimbursement of Incentive Compensation

Herbert Smith Freehills Kramer on

Introduction - On Feb. 2, 2021, the Securities and Exchange Commission (SEC) issued a cease-and-desist order settling charges against the former CEO and CFO of WageWorks Inc. (WageWorks, or the Company), stemming from the...more

Cooley LLP

Alert: 25 Considerations in Preparing for an IPO - for Healthcare + Life Sciences Companies

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1. Experienced advisors - Choose experienced advisors, including lawyers, auditors and financial consultants (if necessary), and get them involved early. ...more

Harris Beach Murtha PLLC

Easing the Burden: SEC Amendments Extend Smaller Reporting Company Status to More Businesses

Harris Beach Murtha PLLC on

The Securities and Exchange Commission (SEC) recently approved amendments to the definition of “smaller reporting company” (SRC), which will allow more businesses to take advantage of scaled disclosure requirements in their...more

Pillsbury Winthrop Shaw Pittman LLP

Ninth Circuit Clarifies Whose “Misconduct” Triggers SOX 304 Disgorgement But Not What Constitutes “Misconduct”

Pillsbury Winthrop Shaw Pittman LLP on

Section 304 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7243) requires CEOs and CFOs to repay bonuses, incentive- and equity-based compensation, and profits realized on the sale of securities received in the 12 months...more

Proskauer - Corporate Defense and Disputes

Ninth Circuit Holds That SOX Disgorgement of Incentive Compensation Does Not Depend on Executives’ Own Misconduct

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The U.S. Court of Appeals for the Ninth Circuit held today that the Sarbanes-Oxley Act’s disgorgement provision – which requires disgorgement of certain CEO and CFO compensation when an issuer restates its financial...more

Seyfarth Shaw LLP

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

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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

Pillsbury Winthrop Shaw Pittman LLP

SEC Proposes Broad Executive Compensation Clawback Rules in Connection with Accounting Restatements

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Recovery provisions would apply on a no-fault basis to executive officers of virtually all exchange-listed companies who received incentive-based compensation during the three fiscal years preceding an accounting restatement...more

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