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Results from: TheCorporateCounsel.net
  1. Client Alert Capital Markets White & Case LLP Published: 2013-01-04 18:40:16
    ... Increased shareholder focus on hedging, pledging and clawback policies, as well as the ... Because the clawback requirements of the Dodd-Frank Act have not yet been implemented (see ...
  2. Law Firm Memos - Part C Published: 2025-01-19 12:04:49
    ... "Federal Court Refuses to Dismiss SEC Clawback Claim Against CEO of a Company Which ... Piper (3/10) "SEC Invokes Sarbanes-Oxley Clawback Provision Without Alleging Wrongdoing by ...
  3. Alert Memo - v4 Published: 2009-12-18 10:54:29
    ... These include clawbacks and long- term stock ownership requirements. These features of ... Are the clawback triggers calibrated to the company's circumstances and business - rather ...
  4. PowerPoint Presentation Published: 2024-01-18 20:58:33
    ... * Surge in shareholder proposals seeking ratification of severance arrangements. * Clawback listing rules finalized Environmental & Social: More Proposals on Ballots; Median ...
  5. Memo on the Parmalat Group_s Extraordinary Administration ƒ Published: 2004-01-26 15:22:36
    ... Extraordinary Procedure as well. 10 C. Clawback and Other Powers 8 The admission may be ... The Decree enables the Extraordinary Trustee: (i) to initiate so-called clawback ...
  6. View PDF Published: 2023-05-05 10:26:09
    ... In addition, the amendments require annual reporting with respect to general partner or limited partner clawback for large private equity fund advisers. ─ Copyright 2023 Davis ...
  7. LAWFLASH SEC RELEASES FISCAL YEAR 2022... Published: 2022-12-14 09:34:55
    ... SOX 304 Clawbacks for Uncharged Executives The 2022 Enforcement Release asserts that ... are otherwise uncharged-to effect clawbacks of their bonuses and compensation ...
  8. Compensation Season 2022 Published: 2022-01-18 13:25:13
    ... clawback policy rules first proposed in July 2015, suggesting that final rules may be forthcoming in early 2022. Now is a good time to take stock of existing clawback ...
  9. Alert Memo - v4 Published: 2010-01-11 11:20:22
    ... compromising the independence or ultimate authority of the committee's judgment. * Clawbacks. Standards for the design of clawback provisions and policies are rapidly evolving. ...
  10. Shearman & Sterling LLP General Governance Practices Published: 2010-01-25 18:23:44
    ... broker discretionary voting authority, independent board chairs, compensation clawback policies, compensation consultant conflicts of interest, employee compensation ...
  11. Evaluation Form: Published: 2013-09-11 10:55:48
    ... 3 4 5 Best * "Creating Effective Clawbacks (and Disclosures)" Mike Melbinger-Winston & Strawn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...
  12. http://www.arnoldporter.com/r...ancialInstitutions_030209.pdf Published: 2009-03-05 02:33:36
    ... It also provides broad compensation "clawback" provisions, certification and corporate ... incentives), and expanding the current "clawback" provisions that apply under ...
  13. 2017 Proxy Season Review Published: 2017-09-12 17:16:38
    ... The SEC's fall agenda was released in July, and several unfinished items from Dodd-Frank are no longer being prioritized. Notably, pay-for-performance disclosures, clawbacks, ...
  14. Via Email Published: 2020-01-31 12:39:34
    ... proxy access, board diversity, clawbacks of unearned executive compensation, ... Well-established governance norms (e.g., shareholder approval for poison pills, clawbacks ...
  15. Via Hand Delivery Published: 2017-04-26 09:56:00
    ... and Reliable Financial Reporting Clawbacks CII opposes Section 849 of the Act because it would narrow the required scope for clawbacks of unearned compensation from corporate ...
  16. American Recovery and Reinvestment Act of 2009: New Limits on... Published: 2009-02-19 15:57:15
    ... TARP obligation period, as was also required under EESA. Clawbacks and Manipulation of Reported Earnings ARRA's clawback requirement, which broadens the original EESA provision, ...
  17. The U.S. Treasury Department Announces New Restrictions on Executive Published: 2009-02-06 16:27:13
    ... and the rationale for how compensation is tied to sound risk management must be fully disclosed and submitted to a non-binding share- holder resolution. * Bonus Clawbacks. ...
  18. Federal Circuit Unveils Model Order for E-Discovery in Patent... Published: 2011-10-05 19:14:28
    ... unless combined with additional narrowing terms.  Federal Rule of Evidence 502(d) "clawback" protection for the inadvertent production of privileged or work-product-protected ...
  19. PW Document Published: 2010-07-01 14:04:30
    ... compensation to that of the CEO. * Executive compensation clawbacks (Section 954). ... under the securities laws and (ii) the clawback of incentive-based compensation paid to ...
  20. Microsoft Word - Executive Compensation Benefits Vol 1100 No... Published: 2009-02-26 10:45:08
    ... Clawback Provisions Under prior TARP rules, TARP participants had to enact clawback provisions for any SEO who receives bonus or incentive compensation during the period in which ...
  21. Client Alert Capital Markets | Executive Compensation, Benefits... Published: 2009-11-17 15:27:41
    ... No Fault Clawbacks The Dodd Bill would require each Exchange Act reporting company-whether ... part of the executive officer or anyone else in the company-for a clawback to take effect. ...
  22. Further Revisions to Corporate Criminal Enforcement Policies... Published: 2022-09-19 14:14:22
    ... employee discipline, compensation clawbacks, restitution, management restructuring, ... elements- such as compensation clawback provisions-that enable penalties to be ...
  23. Delaware Court Of Chancery Addresses... Published: 2019-02-19 16:23:44
    ... The Court hypothesized a board comprised of ten directors, including the company's CEO. In response to a stockholder demand that the board clawback the CEO's compensation, the ...
  24. Gibson Dunn: 2022 Year-End Securities Enforcement Update Published: 2023-02-15 17:04:33
    ... because we expect behaviors to change."[5] 2. Individual Accountability and Use of Clawback Authority As in prior years, the Commission emphasized its continued focus on ...
  25. 2014-2015 YEAR-END TOOL KIT FOR 2014 YEAR-END REPORTING AND 2015... Published: 2015-01-05 16:41:00
    ... not expected to affect 2014 proxy statements for calendar-year end companies)  Clawback requirements (not yet proposed)  Pay-for-performance (not yet proposed)  ...
  26. 2015-2016 YEAR-END TOOL KIT FOR 2015 YEAR-END REPORTING AND 2016... Published: 2015-12-18 22:16:19
    ... M onitor proposed/expected SEC compensation-related rules:  M andatory clawback listing standards requirements  Pay-for-performance disclosure  Hedging policy disclosure ...
  27. Microsoft Word - UPDATE-Corp_2013_ ProxyAnnualReportingSeason... Published: 2012-10-16 15:17:06
    ... Clawbacks. Under the Dodd-Frank Act, the SEC must direct stock exchanges to prohibit ... provision, under the Dodd-Frank Act, the clawback policy will need to cover both current ...
  28. LAWFLASH DOJ UPDATE: FINANCIAL AWARDS ... Published: 2024-03-10 15:30:32
    ... self-disclosures, harsher penalties for recidivists, "clawbacks" of compensation given to individual corporate wrongdoers, and a focus on corporate investment in compliance. ...
  29. 263186_004_.p Published: 2012-03-14 01:34:21
    ... proposals (i.e., pay-for-performance, clawback com- pensation consultants, and ... such as through policies requiring clawbacks or imposing holding periods; * The ...
  30. Microsoft Word - NY2-#674456-v2-Client_Alert_--_Financial_Regulatory... Published: 2010-06-24 22:45:32
    ... as provisions with respect to compensation consultant independence and compensation clawbacks, the Conference Committee did not agree to a controversial provision of the Senate ...
  31. EDITION FIFTH Proxy Statement Survey- What Really Matters to... Published: 2015-02-19 16:22:24
    ... proposals (i.e., pay-for-performance, clawbacks, compensation consultants, and conflicts ... awards, employee stock purchase plans, and clawbacks in connection with Say-on-Pay votes. ...
  32. 2021 Proxy Season Quick Reference Guide COVID-19-RELATED COMPENSATION... Published: 2021-01-13 23:32:46
    ... Clawback. Identify whether the company currently has any form(s) of compensation clawback in place, what incentive programs they cover and whether employment agreements should be ...
  33. Microsoft Word - _12045558___5__Client Alert - Public Company... Published: 2010-06-03 21:49:26
    ... There are no comparable provisions in the House Bill.  Clawback of "Erroneously ... and implement a policy providing for the clawback of "erroneously awarded" incentive-based ...
  34. SEC Narrows Shareholder Proposal Exclusion for Rule 14a-8 Proposals... Published: 2015-10-23 14:31:00
    ... proposals relating to executive compensation matters, such as those seeking new clawback policies or modified approaches to accelerated change of control vest- ing, simply ...
  35. 2014 PROXY SEASON WRAP-UP By Shirley Westcott July 2014 Overview Published: 2014-08-22 18:02:36
    ... pay ratios and proposing rules on clawbacks, employee and director hedging, and ... 1 0 0 SERPS 3 3 0 30.5% 2 2 0 35.7% Clawbacks 9 2 1 33.9% 4 3 0 28.7% Retention of ...
  36. Corporate and Securities Alert Andrew L. Weil Alexander G. Fraser Published: 2013-12-03 20:32:22
    ... Rules regarding the relationship between executive compensation and performance have yet to be proposed. Clawback of compensation. Section 954 requires the SEC to direct the stock ...
  37. Key Steps in the IPO Process Published: 2015-05-26 15:05:07
    ... Policy regarding hedging of company securities (disclosure) Proposal pending Yes Pay versus performance (disclosure) Proposal pending Unlikely Clawback policy None proposed Likely
  38. Industry Reports & Newsletters Published ... Published: 2018-01-31 15:39:35
    ... measuring pay for performance; and clawback of "erroneously awarded ... 2017, would repeal the hedging disclosure requirement and limit the clawback requirement. ...
  39. Thoughts for Boards - Key Issues in Corporate Governance for... Published: 2022-12-08 17:36:14
    ... See our memo, Antitrust Division Actively Seeking to Break up Corporate Interlocks.  Executive compensation clawback rules: Pursuant to the SEC's final compensation clawback ...
  40. SECURITIES LITIGATION INVOLVING VENTURE CAPITAL FIRMS AND THEIR... Published: 2009-05-27 14:09:38
    ... inaccurate (commonly referred to as a "clawback" requirement). Prior to passage of EESA, the only federally mandated clawback provision was found in the Sarbanes-Oxley Act ...
  41. For 2021 Year-End Reporting and 2022 Annual Meetings Published: 2022-02-28 18:52:17
    ... EVENT NOTES Monitor proposed/expected SEC compensation-related rules: * Mandatory clawback listing standards requirements * Pay-for-performance disclosure * Hedging policy ...
  42. CorpGov_Book2_ECEB_050207.indd Published: 2007-12-19 23:14:54
    ... In particular, proposals regarding "clawback policies" and "specifi ed level of ... AWARDS* LIMITATION ON SERP BENEFITS** CLAWBACK POLICIES* SHARE OWNERSHIP** C O M P E N ...
  43. CEO/CFO Certifications Published: 2025-01-19 12:03:18
    ... Checklists "SOX Certification Requirement and Clawback Provision" - Simpson Thacher (10/16) "Management's Internal Control Reporting for Newly Public Companies" - PwC (12/14) NYSE ...
  44. Independent Directors of the Board of Wells Fargo & Company Sales... Published: 2019-02-13 11:58:57
    ... As a result of the investigation, the Board has terminated for cause five senior executives of the Community Bank and has imposed forfeitures, clawbacks and compensation ...
  45. http://www.gibsondunn.com/publications/Pages/FinancialMarketsin Published: 2009-02-18 11:30:25
    ... Clawback Recovery of any bonus, retention award or incentive compensation to SEOs and 20 next most highly compensated employees if payment was based on statements of earnings, ...
  46. ISS and Glass Lewis Announce 2016... Published: 2015-11-30 14:17:49
    ... Meaningful time vesting requirements for the CEO's most recent equity grants (three-year lookback). The issuance of performance-based equity to the CEO. A clawback provision ...
  47. Bryan Cave Leighton Paisner - Caught Between a Rock and a Hard... Published: 2019-03-13 19:20:21
    ... Boards should seek to tie compensation incentives to cultural goals, in addition to financial goals, and consider clawback policies and loss of severance packages in harassment ...
  48. Corporate Update Published: 2015-01-27 18:44:22
    ... The updated Code also includes a requirement to include provisions in bonus and long term incentive plans that would enable performance adjustment or post-vesting clawback. ...
  49. View PDF Published: 2022-12-01 15:02:32
    ... 26, 2022, the SEC adopted the final "clawback rule" mandated by the Dodd-Frank Act ... all listed companies, including FPIs, to adopt and comply with a written clawback policy. ...
  50. FINANCIAL REFORM: 2010 - Preparing for the House-Senate Conference... Published: 2010-05-28 19:05:22
    ... of Erroneously Awarded Compensation (Clawback)......Senate Bill § 953(b) (p. 1083). 4. Recovery of Erroneously Awarded Compensation (Clawback...
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