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Results from: TheCorporateCounsel.net
  1. PW Document Published: 2022-03-30 14:20:11
    as a result of clawbacks, reputational harm to the registrant, a decrease in the registrant's share price, increased scrutiny by investors or regulators, or litigation. ...
  2. Dodd-Frank Act Reforms Executive Compensation and Corporate Governance... Published: 2010-07-16 12:21:40
    ... Clawbacks (Section 954). A new Section 10D to the Exchange Act requires the SEC to direct the national securities exchanges to require companies to implement a policy to "clawback" ...
  3. PERSPECTIVES Published: 2019-07-16 17:17:29
    As to the remaining executive compensation provisions of the Dodd-Frank Act, final rules with respect to clawback policies, pay vs. performance disclosure and incentive-based ...
  4. Reference Guide Published: 2017-12-07 18:48:39
    In light of recent news, these risk assessments should include not only financial risk, but reputational risk. Further to this end, consider a review of your company's clawback and ...
  5. 2015 Year End Checklist Published: 2015-12-09 12:26:22
    ... conditions; whether the company has a clawback policy; and whether the company has ... analysis. - For a company with no clawback or share-holding period requirements, ...
  6. New York Washington, D.C. Los Angeles Palo Alto... Published: 2022-09-19 15:02:22
    ... Culture, Compliance Programs, and Clawbacks Deputy AG Monaco's memo directs that in ... consider whether a company has enacted clawback provisions, the escrowing of ...
  7. Developments in Corporate Governance: Looking Ahead to 2010 ... Published: 2009-12-23 19:44:00
    ... compensation committees and compensation consultants, majority voting for directors, clawbacks of executive pay after financial restatements, shareholder voting on golden ...
  8. W I LL KI E FARR & GALL AGHER L Published: 2025-01-24 09:10:02
    ... financial measures in the past. 10. Clawbacks: Consider whether the financial ... require the company to check the first clawback checkbox on the Form 10-K cover page. ...
  9. FCPA Year-in-Review: 2024 Developments and Predictions for 2025 Published: 2025-01-30 10:59:48
    ... the DOJ's Compensation Incentives and Clawbacks Pilot Program, and updates to the ECCP. ... F. Status Updates on Compensation and Clawbacks Pilot Program In September 2024, ...
  10. Webcast - "A Proxy Season Post-Mortem: Lessons Learned" Published: 2025-06-24 15:03:48
    ... There were some interesting topics on clawbacks this year. I think shareholder proponents were not happy with the absence of new clawback rules. So they looked specifically at ...
  11. http://www.ballardspahr.com/press/article.asp?ID=2200 Published: 2008-10-07 11:36:55
    and excessive risks that threaten the value of the financial institution;" and a clawback of any bonus or other compensation that has been paid to a senior executive based on ...
  12. Client Alert Template (1 page) Published: 2008-10-08 11:25:46
    ... take "unnecessary and excessive" risks that threaten the value of the institution. * Clawbacks: The financial institution must recover any bonuses or other incentive compensation ...
  13. HOME 1 UPDATES & EVENTS 1 NEWS & ... Published: 2016-01-06 13:55:23
    ... Clawback Policy: In July 2015, the SEC proposed clawback rules, which would require listed companies to adopt and disclose policies to recover executive incentive compensation in ...
  14. Slide 1 Published: 2011-01-24 10:29:57
    ... DF Disclosures Delayed (PFP, Hedging, Clawbacks and Disparity) * No Clear Successor to ... Pay for performance evaluation under ISS policy Risk mitigating practices (e.g., clawback ...
  15. PowerPoint Presentation Published: 2020-01-10 11:16:42
    ISS adds EVA to secondary quantitative screens) * Bonus Banking/Clawbacks * Hedging Disclosures * ESG Pay Plan Metrics (crossover proposals) * CEO/Employee Pay Ratio * Fewer Equity ...
  16. NEW YORK Published: 2022-12-23 13:19:39
    ... ISS' Evaluation of Clawback Policy for EPSC Purposes ISS explains that to receive credit on the EPSC, a company's clawback policy should authorize recoupment upon a financial ...
  17. Glass Lewis 2024 US Policy Updates Author: Rajeev Kumar, CFA Published: 2023-12-27 17:28:38
    ... Clawback Provisions In light of the clawback listing standards adopted by NYSE and NASDAQ earlier this year, Glass Lewis has expanded the discussion of its related policy. In ...
  18. US IPO Guide Published: 2019-06-04 13:54:05
    ... Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank ......Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank Under Section 954 of ...
  19. US IPO Guide Published: 2022-06-15 16:50:28
    ... Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank ......Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank Under Dodd-Frank (adding ...
  20. US IPO Guide Published: 2021-07-01 10:11:28
    ... Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank ......Proposed Incentive-Based Compensation Clawbacks Under Dodd-Frank Under Dodd-Frank (adding ...
  21. Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual... Published: 2017-01-25 11:39:06
    ... measuring pay for performance; and clawback of "erroneously awarded ... such as executive compensation clawbacks, stock ownership guidelines, and ...
  22. PW Document Published: 2010-06-28 23:56:21
    ... CEO. * Executive compensation clawbacks. Listed companies will be required to develop, implement and disclose policies with respect to the clawback of incentive-based compensation ...
  23. Getting the Deal Through … Corporate Governance 2016 Published: 2016-08-07 12:50:44
    ... Pay versus performance; hedging disclosures; clawback It is widely expected that in 2016, ... companies from indemnifying or repaying executive officers subject to a clawback action. ...
  24. The Proxy Disclosure Conference Published: 2023-11-04 21:46:46
    Keith Higgins, Director of the SEC's Division of Corporation Finance Webcast Archive Links: Windows - HD - Regular 2:00 - 2:20 pm “Creating Effective Clawbacks (and Disclosures)” ...
  25. Compliance Programs/Fraud Prevention Published: 2025-07-16 00:00:00
    ... Report on Whistleblower and Compensation Clawback Pilot Programs and Supplements Guidance" ... Compliance Changes: Compensation Clawbacks & Third-Party Communication Apps" - ...
  26. Compensia Published: 2010-07-01 14:07:51
    ... Companies will be required to implement a "clawback" policy requiring current and former executive officers to return erroneously-paid incentive compensation (including stock ...
  27. Executive Compensation Alert 2-26-09 Published: 2009-02-26 00:00:00
    ... standard to all employees in light of recent revelations of the instability created by the actions of employees further down in an organization's hierarchy. n Clawback Provisions. ...
  28. Microsoft Word - 13664344_1.DOC Published: 2009-02-20 11:15:01
    ... Bonus Clawback Provisions. A TARP recipient must have in place a provision to claw back bonuses or other incentive compensation payments from the SEOs and the next twenty highly ...
  29. New York Washington, D.C. Los Angeles Palo Alto... Published: 2009-02-14 12:39:51
    ... for payments for services performed or benefits accrued". * Expanded Clawback. An expanded clawback applies to any bonus, retention award or incentive compensation paid to ...
  30. BlackRock s 2025 U.S. Proxy Voting Guidelines | Fenwick Published: 2025-02-06 11:11:19
    ... Clawback Proposals Boards will be expected to exercise limited discretion in foregoing, ... be considered, including with respect to clawback recovery, the frequency of submission of ...
  31. http://www.ballardspahr.com/alertspublications/legalalerts/2010 Published: 2010-07-16 12:44:35
    ... To read more, click here. * Whistleblower Incentives and Clawback Requirements: A provision in the Dodd-Frank Act encourages whistleblowers to report violations of securities law, ...
  32. Microsoft Word - 8501629_1.DOC Published: 2010-03-22 15:20:39
    ... Awarded Compensation ("Clawback") Policies. The revised bill would require companies listed on an exchange to adopt and disclose a clawback policy providing that, in the ...
  33. Perkins Coie Published: 2025-01-19 12:03:46
    ... Canadian institutional investors routinely require "clawback" and/or "holdback" provisions to ensure that the general partner does not receive more than its carried interest on a ...
  34. Cahill Published: 2025-03-18 14:07:57
    ... Clawback Policies ISS has added a new FAQ (Question 46) that addresses what is necessary for it to consider a clawback policy "robust." The FAQ provides that, to be considered ...
  35. Partner Published: 2018-12-04 17:09:47
    ... Regarding "clawback" provisions, they will be more focused on the specific terms of clawback policies beyond whether a company maintains a clawback that merely satisfies the ...
  36. Microsoft Word - ISS_Updates_2015_Proxy_Voting_Guidelines_ClientAlert... Published: 2014-11-24 18:26:54
    ...  Whether the company maintains a clawback policy; and  Whether the company has ... such as whether existing clawback policy covers the CEO's most recent equity grants. ...
  37. Compensia Thoughtful... Published: 2023-06-22 14:53:43
    ... and disclose a compensation recovery ("clawback") policy which requires the recovery of ... Compensation Recovery ("Clawback") Policy. Beginning in late 2023, all listed companies ...
  38. Blank Published: 2018-11-02 13:17:09
    ... rationale. * Clawbacks. Glass Lewis will begin looking beyond the minimum legal requirements for clawbacks and considering the specific terms of companies' clawback policies. ...
  39. Gibson Dunn | Considerations for Preparing Your 2024 Form 10... Published: 2024-12-23 09:54:25
    ... A. EDGAR Next B. Disclosure of Significant Segment Expenses in Notes to Financials C. Clawback Policies and Checkboxes D. Filing Requirement for "Glossy" Annual Report E. Cover ...
  40. PowerPoint Presentation Published: 2021-02-12 14:53:24
    ... 10 Key Trends - Executive Compensation Clawbacks remain front of mind for investors * ... and disclosure * Board authority over clawbacks creates accountability for pay outcomes ...
  41. Microsoft Word - Corp - Prep for 2012 Proxy Season_1011.docx Published: 2011-10-17 15:36:41
    ... Clawbacks. Under the Dodd-Frank Act, the SEC must direct stock exchanges to prohibit ... Unlike the comparable Sarbanes-Oxley Act provision, under the Dodd-Frank Act the clawback ...
  42. Delaware Supreme Court Settles Forfeiture-for- Competition Question... Published: 2024-03-22 08:58:02
    ... Partnership Act, as was at issue in Cantor Fitzgerald, and the clawback of stock that was granted, vested and sold many years ago, in the non-partnership context, in the LKQ case. ...
  43. http://www.mintz.com/newsletter/2010/Advisories/0526-0710-NAT... Published: 2010-07-22 11:45:34
    ... Clawbacks on Executive Compensation The Act also directs the SEC to require the stock exchanges to adopt listing standards regarding "clawbacks" of "erroneously awarded ...
  44. Introduction Published: 2020-11-15 13:56:05
    ... - Clawbacks and Proxy Advisory Firm Regulations." Pay Governance. August 12, 2020. https://www.paygovernance.com/viewpoints/recent-sec-actions-clawbacks-and-proxy-advisory-firm-re...
  45. Shareholder questions to management … 2017 Published: 2017-02-09 20:23:25
    ... Clawback policies The SEC has also proposed rules requiring public companies to adopt clawback policies that would require excess incentive compensation paid to former and current ...
  46. W Published: 2010-03-30 15:51:00
    ... undertaking that permits an insurer to clawback advanced defense costs that later turn ... be aware of the related terms concerning allocation and clawback and to plan accordingly. ...
  47. Glass Lewis Releases 2015 Proxy Paper Guidelines Published: 2014-11-12 17:48:32
    ... how these awards will affect its regular compensation arrangements.  Clawbacks. ... The clawback policy should be subject to limited discretion. This addition encourages ...
  48. http://www.stradley.com/newsletters.php?action=view&id=440 Published: 2009-03-25 13:28:27
    ... paid to any SEO is subject to a clawback if the payment was based on financial ... next 25 executives. * The original TARP clawback rules applicable to SEOs will be ...
  49. New York Published: 2020-07-15 17:43:18
    ... proposals passed in 2019, only one passed in 2020 (all three were related to clawbacks). ... 0 0 Stock Retention 5 2 5 1 22% 25% 0 0 Clawbacks 2 8 2 5 45% 45% 1 2 Limit Golden ...
  50. Wachtell, Lipton, Rosen & Katz The attached article, Corporate... Published: 2018-09-27 14:08:08
    ... CalPERS's governance policy supporting compensation clawbacks in the event of executive misconduct, and urging corresponding disclosure to shareholders, includes a specific ...
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