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Results from: TheCorporateCounsel.net
  1. Gibson Dunn: Considerations for Preparing Your 2022 Form 10-K Published: 2023-01-10 15:10:05
    B. Clawback Check Boxes on Cover Page. C. Item 201(e) Performance Graph and ... B. Clawback Check Boxes on Cover Page As part of the final clawback rules adopted by the ...
  2. E-Minders February 2009 Published: 2025-01-19 12:03:29
    ... - Revisiting Perquisites - Reassessment of Our Perquisites - Making the Most of Clawback Provisions - Revisiting our Compensation Recovery Policy - Evaluating the Need for ...
  3. E-Minders December 2009 Published: 2025-01-19 12:03:29
    ... current Performance Graph. - Clawbacks (Section 955) - The bill would require companies to develop and implement a compensation recovery ("clawback") policy that would (i) be ...
  4. E-Minders Published: 2025-01-19 12:03:31
    ... awards, clawback provisions, and CD&A disclosure for smaller reporting companies. ... And these open rulemakings remain on the 'long-term' burner: clawbacks; ...
  5. Parsing the House Ways and Means Proposal for Tax Reform (CE... Published: 2025-01-19 12:04:33
    ... popularity as more companies implement clawback provisions (up 88% from 2011 in the ... Ditto the concerns about enforcement of clawback provisions for performance awards. In ...
  6. Say-on-Pay Failures: #3 and #4 : TheCorporateCounsel.net Blog Published: 2012-04-19 07:54:37
    certain deferred incentive awards, a four-year deferral period, significant stock awards that are subject to clawbacks and a stock ownership commitment, and limitations on perks. ...
  7. Filing Boo-Boo Stories: "Have You Heard About the One..." : TheCorpora... Published: 2012-10-31 07:24:11
    In the letters, CII provided draft language and supporting commentary. Recently, CII members approved revisions to their clawbacks policy and an anti-forced arbitration clause ...
  8. Tomorrow's Pre-Conference Webcast: "Pay Ratio Workshop - What... Published: 2017-07-19 07:32:40
    A Conversation with Nell Minow 12. Proxy Access: Tackling the Challenges 13. Clawbacks: What to Do Now 14. Dealing with the Complexities of Perks 15. The Big Kahuna: Your ...
  9. SEC's Budget Seeks Cybersecurity Boost : TheCorporateCounsel... Published: 2018-02-13 06:45:28
    ... pay is structured & administered? 5. Clawbacks aren't just for restatements anymore. What is the latest thinking on applying clawbacks to a broader range of activities and a ...
  10. #MeToo: Still Making Waves : TheCorporateCounsel.net Blog Published: 2020-08-14 07:22:33
    The complaint references "cause" because Easterbrook's separation agreement incorporates clawback provisions from the company's standard severance plan, which require repayment if ...
  11. Tech Glitch Prompts SEC to Reopen Comments on 11 Rulemaking Proposals... Published: 2022-10-11 07:49:52
    Off the top of my head, it appears that the only major proposals that aren't affected by this are the SEC's clawbacks proposal and its Rule 10b5-1 proposal. According to the SEC's ...
  12. Giving Thanks 2024: My Thanksgiving Reflections : TheCorporateCounsel... Published: 2024-11-27 09:17:22
    years is a long time! In 2024, we saw the first disclosures about the exchange-mandated clawback policies, as well as the first Form SD filings by resource extraction issuers. ...
  13. Corp Fin Updates a Hodgepodge of C&DIs : TheCorporateCounsel... Published: 2009-08-17 07:30:45
    ... S-K Question 117.03 on the reporting of compensation that as been recovered under a clawback policy, as well as reporting in the Non-Qualified Deferred Compensation Table of ...
  14. The New EDGAR Form Type Called "IRANNOTICE" : TheCorporateCounsel... Published: 2013-01-02 06:46:14
    the four executive compensation-related provisions of the Dodd-Frank Act, including clawback policy, pay and performance disclosure, pay ratios and employee and director hedging. ...
  15. Berlin-Bremen & St. Petersburg Listing Scams? Moscow Stock Exchange... Published: 2018-06-04 07:40:57
    6. Navigating ISS & Glass Lewis 7. Proxy Disclosures: The In-House Perspective 8. Clawbacks: What to Do Now 9. Dealing with the Complexities of Perks 10. Disclosure for ...
  16. Disclosure Review: Corp Fin Staff Discusses 2024 Priorities ... Published: 2024-04-05 00:04:19
    ... to commercial real estate market changes - Newly-required disclosures, including clawbacks, SPACs and cybersecurity - Meredith Ervine Take Me Back to the Main Blog Page Blog ...
  17. "Do Not Cross the Boss" : TheCorporateCounsel.net Blog Published: 2025-01-14 07:24:35
    ... That takes care of one aspect of the required Sarbanes-Oxley clawback (in this case, the ... The SEC is not one to let any prong of a SOX 304 clawback slip by, so it brought a claim ...
  18. SEC to Host Roundtable on Exec Comp Disclosures on June 26 :... Published: 2025-05-21 15:52:19
    ... the requirements of Dodd Frank related to pay-versus-performance and clawbacks. ... I immediately noted that clawbacks, PvP (in particular, the CAP calculation) and perks (in ...
  19. White Collar: DOJ Revises Corporate Criminal Enforcement Policies... Published: 2022-09-20 07:20:40
    As Liz blogged yesterday over on CompensationStandards.com, Monaco also addressed how the DOJ will consider corporate compensation programs & clawback policies in criminal ...
  20. Dodd-Frank Lives! Incentive Compensation Rules Revived : TheCorporateC... Published: 2024-05-13 08:20:20
    ... 2 covered institutions must be subject to downward adjustment, forfeiture and clawback. ... In addition, it would subject incentive pay to clawback for seven years after compensation ...
  21. Legal Training Published: 2018-04-20 15:40:51
    - Expanded definition of smaller reporting company - Hedging - Pay for Performance - Clawback policies - Universal proxies 2 Where are the Comments Coming From? * Probably ...
  22. Cooley Ale Published: 2010-07-20 20:20:36
    ... awarded com- pensation policy (clawback policy) X Exemption from SOX 404(b) for ... Recovery of erroneously awarded compensation policy (clawback policy) (Section 954) A new ...
  23. UNITED STATES PROXY PAPER Published: 2015-11-16 09:12:44
    ... 29 Recoupment Provisions ("Clawbacks") ......to an executive that does not include a clawback provision and the company had a material ...
  24. PROXY PAPER(tm) GUIDELINES AN OVERVIEW OF THE GLASS LEWIS APPROACH... Published: 2017-11-27 11:57:23
    ... Recoupment Provisions ("Clawbacks") ......to an executive that does not include a clawback provision and the company had a material ...
  25. New York, NY 10036 Published: 2009-02-09 19:40:17
    pay to executives and enhance the clawback mechanism by allowing the Treasury ... The existing rules do not require any "say on pay" provision. A clawback of bonuses and ...
  26. Broad Changes to CBCA Proposed: ... Published: 2019-04-12 19:11:38
    on diversity and on compensation clawback mechanisms and the well-being of ... corporation (i.e., clawbacks) and "the well-being of employees, retirees and pensioners". ...
  27. Microsoft Word - White Collar - SA - 03-06 - Electronic Discovery... Published: 2006-03-30 10:49:14
    The proposed rule amendments encourage so-called "non-waiver," "quick-peek," or "clawback" ... Indeed, a number of cases have rejected so-called "non-waiver," "quick peek," or "clawback...
  28. United States Published: 2021-11-18 10:53:57
    ... United States 4 Recoupment Provisions (Clawbacks) ......to an executive that does not include a clawback provision and the company had a material ...
  29. Senator Dodd's Financial Reform Bill: A Potentially Crippling... Published: 2010-04-02 12:16:55
    targeting hot button topics such as "say on pay," proxy access and compensation clawback, the Dodd Bill proposes significant limitations on the availability of Regulation D ...
  30. SEC/CORPORATE SEC Seeks Comment on Possible Enhancement of Audit... Published: 2015-07-13 14:06:32
    ... SEC Proposes Rule Requiring Executive Compensation Clawbacks On July 1, the Securities and ... and disclose incentive-based executive compensation recovery (clawback) policies. ...
  31. Things to Keep in Mind For Your Annual Report Published: 2025-01-07 13:20:23
    ... Clawback Policies Although not new for the upcoming 10-K, exchange-listed companies were required to adopt clawback policies by December 1, 2023, and the policy was required to be ...
  32. clearygottlieb.com Published: 2024-09-26 14:26:31
    messaging and ephemeral communications, and compensation structures and clawbacks. ... the Compensation Incentives and Clawbacks Pilot Program and the Corporate ...
  33. Public Company Update Public Company Update Published: 2023-11-16 09:36:36
    S-K 2 Part II, Item 9B Compensation Clawbacks Item 402(w) of Regulation S-K Item ... be tagged in Inline XBRL. Compensation Clawbacks Checkbox Disclosure Issuers must include ...
  34. Some U.S. Regulators Re-Propose Incentive-Based Compensation... Published: 2024-05-14 15:28:59
    ... including minimum deferral periods and clawbacks for senior executive officers and ... However, several of the more onerous substantive provisions (such as deferral and clawback...
  35. Debevoise Update D&P Published: 2023-12-13 12:59:12
    ... 2023 4 7. ASSESS NEXT STEPS ON DODD-FRANK CLAWBACK POLICIES. Listed companies had until December 1, 2023 to adopt a Dodd-Frank clawback policy that complies with the SEC's Rule ...
  36. http://www.gibsondunn.com/publications/Pages/RiskMetricsGroupIS Published: 2008-12-02 16:33:03
    in which ISS will recommend votes "For" "clawback" shareholder proposals; Revised methods ... In the past, ISS generally reviewed shareholder proposals requesting "clawbacks" or ...
  37. Trap for the Unwary: Retirement Provisions in Performance Awards... Published: 2025-01-19 12:04:32
    ... One practitioner we spoke with did think that it might be possible to view the forfeiture as akin the enforcement of a clawback provision, which would allow the expense to be ...
  38. IRS Provides Sample Section 83(b) Election Notice (CE Sept-Oct... Published: 2025-01-19 12:04:33
    ... or material to the Committee for independence as well. * Get out in front of clawbacks; add clawback language to any new award or employment agreements and incentive plans. ...
  39. The First 100 Days: SEC Edition : TheCorporateCounsel.net Blog Published: 2025-04-30 07:20:17
    ... end its defense of the climate disclosure requirements that the SEC adopted in March 2024. The Staff has updated CDIs regarding clawback disclosures, Rule 10b5-1 and tender offers. ...
  40. Court Questions Prosecutor's Opposition to Corporate Payment... Published: 2006-05-15 06:09:02
    ... This is why companies need to address these tricky situations before they arise, within employment agreements and the like. Get some negotiating and drafting tips in the "Clawback ...
  41. The Floodgates are Now Open: More Governance Legislation : TheCorporat... Published: 2025-08-06 02:19:47
    ... adviser and his or her firm must be independent, as prescribed in the bill. 7. Clawbacks of Unearned Pay - The SEC would direct the exchanges to adopt listing standards ...
  42. Microsoft Word - 599_201007122038120066.doc Published: 2010-07-15 14:31:12
    ... 2005, when a policy requiring the clawback of bonuses for the years that Hampshire ... that Kuttner, of all people, put out on November 23, 2005 (the "Clawback Memorandum"). ...
  43. Microsoft Word - 02-11-09 US Treasury Department Announces New... Published: 2009-02-12 15:10:15
    excessive risk taking; Rule 2 - clawback rules that apply to incentive ... compensation arrangements. 5 Rule 2. The clawback rules will be expanded to the next 20 ...
  44. House Approves Dodd-Frank Financial Reform Law.qxd Published: 2010-07-07 12:06:02
    disclosures, mandate compensation clawback policies applicable when companies ... Clawback Policies Dodd-Frank will direct the SEC to require the national securities ...
  45. DRAFT … 05/29/09 Published: 2009-06-12 00:24:41
    ... subject to a provision for recovery or "clawback" by the financial institution if the ... and strategy; (4) require provisions for clawback of bonuses and incentive compensation ...
  46. PUBLICATIONS The Era of Private Ordering ... Published: 2017-08-28 18:54:31
    limit the scope of other provisions (clawbacks), prohibit the SEC from mandating the ... rules (pay-for-performance disclosure, clawbacks and disclosure of hedging policies) and ...
  47. New PPP Interim Final Rules Address Loan Forgiveness Requirements Published: 2020-05-27 19:48:08
    deemed ineligible by the SBA (and will be subject to a clawback for any such fees paid). ... if the borrower is determined to be ineligible - including a clawback for these fees. ...
  48. View PDF Published: 2024-05-10 09:30:37
    ... minimum 3- year performance period). ─ Clawback: Minimum of 7 years from end of vesting, ... institution ▪ Requiring mandatory clawback of vested incentive compensation under ...
  49. Microsoft Word - August 30 Q&As.docx Published: 2010-09-16 17:47:17
    significant implications for publicly traded companies, including new say-on-pay and clawback requirements. (For an overview of Dodd- Frank's provisions affecting executive pay, ...
  50. The SEC recently proposed rules that will permit issuers to satisfy... Published: 2010-09-15 19:37:23
    ... adopt compensation "clawback" policies; and restrictions on broker discretionary voting. ... The Act does not provide a specific timeframe for the SEC to adopt these rules. Clawback ...
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