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Results from: TheCorporateCounsel.net
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June 27, 2024 Published: 2024-07-01 09:58:33... Item 601(b)(97) of Regulation S-K Disclosure related to the registrant's clawback policy * File the clawback policy as an exhibit to the annual report on Form 10-K * Disclosure via ...
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PwC's Governance Insights Center | August 2024 Published: 2024-08-26 11:10:10... That transformation is readily apparent when looking at disclosures related to executive compensation. New SEC rules require companies to adopt clawback compensation policies and ...
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Irregular Time-A Quasi-Proposed Rule on Incentive-Based Compensation Published: 2024-05-21 15:42:18... or downward adjustment of awards Clawback of paid awards if certain triggers were ... adjustment, and clawbacks No transaction/volume-based incentive-based compensation. ...
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The Proxy Season Field Guide Published: 2017-03-22 16:03:37... proposals (i.e., pay-for-performance, clawbacks, compensation consultants, gender pay ... package; (iii) the modification of the clawback requirement so that it would only apply ...
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Microsoft Word - FIRM_DM-#12995350-v5-Global_Finance_Alert_5... Published: 2010-05-12 18:18:23... provisions for all public companies, which would require, among other things, clawbacks for earnings restatements, an "independent compensation committee," and "say on pay" ...
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Microsoft Word - 9193 WeilBriefing_SEC-CG_v2.DOC Published: 2010-01-04 17:29:48... and/or compensation recapture (or "clawback") policy in order to mitigate excessive ... such as through provisions for clawbacks or minimum equity holding periods; o The ...
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What Published: 2009-12-19 09:50:03... The company is also permitted to take into account policies, such as stock retention or bonus clawback policies, which mitigate other pay practices that could lead to inappropriate ...
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Alert Published: 2009-12-21 13:03:25... actions of employees in the short- and long-term, such as through policies requiring clawbacks or imposing holding periods. * Policies regarding adjustments to compensation ...
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SECs New Years Resolution Requires Companies to Enhance Compensati... Published: 2009-12-28 17:46:51... of risks resulting from the actions of employees (e.g., through the use of clawbacks or holding periods); the registrant's policies regarding adjustments to its ...
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PowerPoint Presentation Published: 2019-01-07 17:02:55... Market decline may focus attention on share pledging * Expect more calls for tougher clawback provisions * Removal of the requirement to seek periodic shareholder approval of ...
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Microsoft Word - CII Corporate Governance Reform Advocacy Letter... Published: 2008-12-09 12:25:12... for advisory shareowner votes on the compensation of senior executives. 7. Stronger Clawback Provisions: At a minimum, senior executives should be required to return unearned ...
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Heads Up Published: 2009-11-12 17:43:14... the third condition and asked whether a clawback feature would prevent a private equity ... The staff indicated that a clawback feature alone would not prevent the investment manager ...
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SEC Report Cautions Public Published: 2018-10-22 13:47:03... stopped before they are made or reversed promptly after discovery, they are often not discovered for weeks or even months, long after most transfers stand any chance of clawback. ...
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SEC Adoption of Current Reporting ... Published: 2023-05-05 10:26:39... to general partner or limited partner clawbacks as proposed, except that reporting is ... of general partner or limited partner clawbacks of 10 percent or more of a fund's ...
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2023 Risk Management and the Board of Directors Published: 2023-10-03 17:45:54... companies to maintain a compensation clawback policy, introducing a new compliance ... Importantly, the new rules limit board discretion with respect to clawbacks: an issuer is ...
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printmgr file Published: 2025-02-25 17:16:54... Compensation Recovery ("Clawback") Policy Our policy on the recovery of incentive ... Overseeing our policy on the recovery ("clawback") of incentive compensation and our ...
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LOGIN GO > FORGOT PASSWORD? (/USER/PASSWORD) NOT A SUBSCRIBER... Published: 2016-05-04 15:16:54... Stock ownership guidelines Δ i. Stock trading rules, including anti-hedging j. Incentive compensation clawbacks 3. Summary of Executive Compensation Benchmarking: Results of any ...
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Microsoft Word - 2251006_13_Alert Memo - Not Just Financial Reform... Published: 2010-07-22 13:29:23... securities laws; and o Mandating a clawback in the event of an accounting ... 14 * Section 954 is similar to the clawback requirement imposed under Section 304 of ...
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Microsoft Word - 23207188.16 Published: 2010-07-01 14:11:21......... 128 xii 6 - Clawbacks......129 Subject Provisions (Citation) 6 - Clawbacks Requires listed companies must develop ...
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Executive Compensation Alert:New Act Would Require Public Company... Published: 2010-07-07 11:53:14... Recovery of Erroneously Awarded Compensation (Clawbacks) Public companies must disclose ... Companies will be required to have a policy that requires repayment (or a "clawback") of ...
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Microsoft Word - CFI Bulleting TARP Plan _4_.DOC Published: 2008-10-16 19:52:34... senior executives does not encourage unnecessary and excessive risks; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements ...
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CorpGovPrinciplesWorksheet.xls Published: 2009-05-26 09:02:26... Clawback Policy x x x CalPERS: Recapture incentive payments made based on achieving performance targets during a period of fraudulent activity or a material negative restatement of ...
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8/18/10 Published: 2010-08-18 18:33:05... Did the company disclose a clawback provision? Companies should consult their advisors to understand their GRId assessment scores, verify and troubleshoot the information used by ...
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http://www.duanemorris.com/alerts/alert3070.html Published: 2008-12-18 13:39:23... compensated executive officers) to take unnecessary and excessive risks; Require the "clawback" of certain compensation paid to a senior executive officer that was paid based on ...
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To Our Clients and Friends Memorandum Published: 2020-04-14 12:27:31... shareholders or third-party lenders and clawback risks for repayments in a later ... risks of liability and clawbacks by administrators in an insolvency scenario are reduced. ...
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To Our Clients and Friends: Published: 2012-01-04 12:06:53... seen as good practice, like "hold-through-retirement" provisions and "clawback" policies. ... to propose and adopt final rules on "clawbacks" of executive compensation, and ...
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2013-2014 YEAR-END TOOL KIT FOR 2013 YEAR-END REPORTING AND 2014... Published: 2013-12-18 19:51:00... Monitor proposed/expected SEC compensation-related rules: Pay disparity ratio (proposed; not expected to affect 2014 proxy statements for calendar-year end companies) Clawback ...
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NEW YORK Published: 2024-05-14 09:42:07... Clawback The proposed rules include a clawback provision covering any incentive compensation (cash and equity) for seven years from the time that the award vests. This would mean ...
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RMG Finalizes 2010 Executive Pay Policy Published: 2009-12-28 15:15:44... However, RMG will consider clawback provisions, stock ownership and holding guidelines, and other factors that may mitigate the impact of the potentially risky incentives. On ...
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3/21/23, 9:40 AM President Biden ... Published: 2023-03-21 15:46:35... Earlier this month, for instance, the US Department of Justice (DOJ) published its Compensation Incentives and Clawbacks Pilot Program (the Pilot Program), which we have previously ...
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SEC Charges McDonalds and Former CEO in Connection With Disclosures... Published: 2023-01-12 11:46:11... Sarbanes-Oxley Act, that statute's compensation clawback provision. Given the SEC's generally aggressive views surrounding clawback of executive compensation, companies in the ...
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Glen R. Johnson | Rima Ramchandani Published: 2019-07-11 11:55:17... approach to remuneration of directors and senior management; disclosure about clawbacks from directors or senior management of incentive or other forms of compensation; and ...
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Microsoft Word - 2968780_2.DOC Published: 2008-10-03 18:33:49... the Secretary obtains an equity or debt position, there will be limitations on the amounts and types of compensation for senior executive officers as well as clawback provisions. ...
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SEC Adopts Amendments to the Proxy Rules Concerning Disclosure... Published: 2009-12-22 14:37:13... compensation policies relate to realization of risks resulting from actions of employees in the short term or the long term, such as through clawbacks or required holding periods. ...
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One Column Newsletter Published: 2009-10-16 15:33:07... the Hype: Notes on Key Executive Compensation Issues" discussing the growing use of "clawback" policies.) Restatements also give enforcers and plaintiffs a head start, since a ...
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US Sanctions and Export Control Agencies Issue Joint Compliance... Published: 2023-08-02 15:24:24... NSD will also examine whether the disclosing company has imposed appropriate disciplinary measures, including compensation clawbacks. NSD advises that it will consult with the ...
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Microsoft Word - "Boards of Directors and Risk Management" Published: 2008-11-05 20:26:18... For example, is there a delay in benefit until the return on the risk is realized or a clawback if an undisclosed risk surfaces later? We expect many companies will discuss this ...
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CorpGov_Book2_ECEB_0500908.indd Published: 2008-12-05 11:27:47... In particular, proposals regarding "clawback policies" were previously aggregated in ... SAY-ON-PAY** EXECUTIVE COMPENSATION GENERALLY* CLAWBACK POLICIES* SHARE OWNERSHIP** ...
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2013-2014 YEAR-END TOOL KIT FOR 2013 YEAR-END REPORTING AND 2014... Published: 2014-01-15 14:29:00... not expected to affect 2014 proxy statements for calendar-year end companies) Clawback requirements (not yet proposed) Pay-for-performance (not yet proposed) ...
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http://www.dorsey.com/corp_upd_2009_proxy/ Published: 2009-01-09 17:27:17... certain disclosure (e.g., risk analysis, clawback policies, golden parachute and severance ... These include policy updates on "poor pay practices," clawback shareholder proposals, ...
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Europe/International Issues Published: 2025-02-19 00:00:00... Considers Fresh Approach" - Linklaters (4/15) "New Corporate Governance Code - Clawback or Explain" - Linklaters (9/14) "The UK Corporate Governance Code: FRC Consultation" ...
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Akin Gump Alert Template - 2013 Update Published: 2013-12-04 18:26:59... percent. 30 - Clawbacks. The Dodd-Frank Act also calls for the SEC and stock exchanges to implement rules requiring companies to develop and disclose clawback policies for the ...
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Microsoft Word - Finanancial Institutions E-Alert - 10_14_08... Published: 2008-10-15 11:36:42... and excessive risks that threaten the value of the corporation, (2) required clawback of any bonus or incentive compensation based on statements of earnings, gains or ...
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Client Alert: Dodd-Frank Wall Street Reform and Consumer Protection... Published: 2010-06-30 12:45:37... Clawback of Executive Officer Compensation H.R. 4173 requires public companies to develop and implement policies for the recovery of executive officer compensation (including stock ...
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Corporate Governance and Compensation Provisions in Dodd-Frank... Published: 2010-07-01 14:17:24... Clawbacks. The bill would require companies to adopt a clawback policy applicable in the event of an accounting restatement due to material noncompliance with financial reporting ...
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From the Public Company Advisory Group of Weil, Gotshal & Manges... Published: 2018-02-08 16:24:42... Clawback Proposals: BlackRock will typically support shareholder proposals for recoupment from any senior executive whose compensation was based on faulty financial reporting or ...
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Checklist: Corporate Governance Guidelines By TheCorporateCounsel... Published: 2018-11-23 16:47:06... standards (plurality/majority voting) - Poison pill/shareholder rights plan policy - Clawback policy - Procedures for reporting of accounting concerns While - subject to ...
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Shareholder Votes and Proxy Advisors: Evidence from Say on Pay Published: 2012-04-09 18:05:31... mitigating provisions, such as clawbacks) and its responsiveness to shareholder concerns. ... The most common are lack of clawback provisions (156 cases), limited performance-based ...
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IN-DEPTH: Employee feedback Published: 2019-04-17 16:40:36... The proposals sought to limit certain aspects of executive pay and introduce clawback provisions, citing dangers to long-term shareholder value as justification. The proposals ...
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Deputy Attorney General Monaco Announces Updates to Corporate... Published: 2022-09-27 17:31:33... end of the year "on how to reward corporations that develop and apply compensation clawback policies, including how to shift the burden of corporate financial penalties away ...