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October 20, 2022

SEC Open Meeting Next Wednesday: Final Clawback Rules on the Agenda!

Here’s a blog I shared this morning on CompensationStandards.com. I’m confident this is also of interest to readers here, because several esteemed members emailed me within minutes of the SEC posting its notice for next week’s open meeting (thanks, y’all)! Make sure to watch CompensationStandards.com for ongoing guidance on the new rules – and what you need to do:

Yesterday, the SEC posted a Sunshine Act Notice for an open meeting of the Commissioners to be held next Wednesday, October 26th. Corp Fin Staff will also be attending – Renee Jones, Erik Gerding, Elizabeth Murphy, Lindsay McCord, and others. After years of anticipation, the agenda includes:

The Commission will consider whether to adopt rules to implement of Section 10D of the Securities Exchange Act, as added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

We had a great session at our Executive Compensation Conference last week about what you need to think about when reviewing and updating your clawback policy in light of recent enforcement activity and these expected final rules. If you missed it, you can still get access to the on-demand archives of this session and all of the other practical guidance from our Conferences by emailing sales@ccrcorp.com. Stay tuned for more guidance as we receive and analyze the final rules.

In the meantime, here are some of my latest entries on this topic from our “Advisors’ Blog” on CompensationStandards.com – and more helpful info is available in our “Clawbacks” Practice Area on that site:

Clawbacks: First-Ever DOJ-Wide Policy Reinforces Role in Compliance

Clawbacks: Are You Ready for New Rules?

Take Note: SEC Enforcement Gets Another SOX 304 Clawback

Clawbacks: They’re Complicated

Clawbacks: SEC Reopens Comment Period…Again!!

Clawbacks: Revenue Recognition Problem Leads to SOX 304 Settlement

Clawback Proposal: Notable Comments

Liz Dunshee