Corporate Governance and Executive Compensation Practices

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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 approaching. As we reported in our November 3, 2022 blog, “Another Seven Year Wait is Over! SEC Finalizes Regulations on Clawback of Incentive Compensation for Restated Financial Statements”), the Securities and Exchange Commission (the “SEC”) published final regulations (Release No. 34-96159) (the “Final Rules”) requiring specified publicly-held companies to adopt, disclose and maintain a policy to recover incentive compensation which was previously paid to specified company employees based on financial statements that were subsequently restated by the company such that the overpaid incentive compensation needs to be repaid back to the company by the covered employees. …

Continue Reading Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

As we recently noted (see our Corporate & Securities Law blog from October 26, 2022, “SEC Adopts New Executive Compensation Clawback and Disclosure Rule”), in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published final regulations (Release No. 34-96159) (the “Final Rules”) regarding so-called “Clawback Policies”.

Continue Reading Another Seven Year Wait is Over! SEC Finalizes Regulations on Clawback of Incentive Compensation for Restated Financial Statements

As we previously commented more than seven years ago (see our blog from May 4, 2015, “Finally! SEC Proposes New Pay for Performance Disclosure Regulations”), on April 29, 2015, in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed regulations (Release No. 34-74835) (the “Proposed Rules”) to require specified publicly-held companies to disclose the relationship between their financial performance and the compensation that is actually paid to their named executive officers (”NEOs”).…

Continue Reading The Seven Year Wait is Over! SEC Finalizes New Pay Versus Performance Disclosure Regulations