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Results from: TheCorporateCounsel.net
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VOTING NEWS PROXY MONTHLY DIVINING SHAREHOLDER SENTIMENT: THE... Published: 2020-03-27 14:23:08... to 20% overall, and have included requirements for companies to have clawback policies within remuneration schemes if they are not already in place and are market best practice. ...
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Microsoft Word - Investors' Working Group Report _July 2009_... Published: 2009-07-16 13:32:14... * Federal clawback provisions on unearned executive pay should be strengthened. ... concerns. 6. Federal clawback provisions on unearned executive pay should be strengthened. ...
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Compensia Published: 2010-05-28 19:06:53... bonuses, and lucrative severance packages), as well as program features (such as "clawback" policies or stock ownership and holding requirements) that may mitigate such risks. ...
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The 2009 Proxy Season: RiskMetrics Group's Voting Policy Published: 2022-01-05 10:53:07... on "Clawbacks"/ Recoupment Policies and Holding Periods Influenced by TARP, RMG indicates that it may recommend a vote "for" shareholder proposals on "clawbacks" of ...
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NEW YORK | CHICAG Published: 2018-11-27 18:14:38... These policy changes focused on contractual payments and arrangements, front-loaded incentive awards, change in control excise tax gross-ups, recoupment provisions ("clawbacks"), ...
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By: Michael S. Dicke and Catherine Kevane Securities Litigation... Published: 2016-03-31 14:55:23... In addition to the $190 million penalty, CSC agreed to retain a consultant to examine its compliance programs. CSC's CEO and CFO agreed to a clawback of over $4 million in ...
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FREDERIC W. COOK & CO., INC. Published: 2015-12-02 17:13:32... year look-back), (c) the issuance of performance-based equity to the CEO, (d) a clawback provision applicable to equity awards, and (e) post-exercise or post-settlement ...
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SHAREHOLDER PROPOSAL DEVELOPMENTS DURING THE 2018 PROXY SEASON Published: 2018-07-13 13:00:10... Executive compensation proposals include proposals addressing: (i) compensation clawback policies; (ii) performance metrics; (iii) severance and change of control payments; (iv) ...
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Alert | Health Emergency Preparedness Task Force: Published: 2020-04-01 20:30:36... Act; * certain other conditions and covenants; and * provisions for the clawback of payments upon the applicant's failure to satisfy its assurances, conditions, or agreements. ...
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Slide 1 Published: 2010-08-03 12:32:56... Executive Compensation and Related Corporate Governance: Say on Pay, Clawback, Proxy ... Title IX Clawbacks * SEC to issue listing rules requiring companies to develop and ...
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DOJ Expands Framework for Cracking Down on Corporate Crime Published: 2022-09-19 14:53:51... Notably, Monaco asked DOJ's Criminal Division to develop guidance by the end of this year "on how to reward corporations that employ clawback or similar arrangements." Takeaways ...
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Memorial Day Weekend 2020: Two New Rules on Paycheck Protection... Published: 2022-08-22 16:29:32... All processing fees are subject to clawback for a period of one year after the loan was ... the Triple P rules and guidance, the lender's processing fees are subject to clawback. ...
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Federal Reserve Announces Revised TALF Terms.qxp Published: 2008-12-24 13:10:38... that threaten the value of the financial institution; (ii) requiring repayment or "clawback" provisions for any bonus or incentive compensation paid to a senior executive ...
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Microsoft Word - 703878400_1.DOCX Published: 2012-11-14 19:38:00... Dodd-Frank Section 954 Clawbacks Section 954 of the Dodd-Frank Act requires national security exchanges to require listed companies to adopt a policy requiring clawback of ...
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clearygottlieb.com Published: 2024-04-26 15:13:22... Regarding Compensation Incentives and Clawbacks. 14 Under the terms of the Individual ... Employers should ensure that clawback provisions are explicit in employment contracts upon ...
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UK Corporate Governance Code 2024 Published: 2024-02-07 15:48:54... remuneration should include malus and clawback provisions that would enable the company ... include a description of its malus and clawback provisions, including: * the ...
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Corporate & Securities Advisory Published: 2014-02-06 16:28:42... of shares by employees and directors, and clawback of "erroneously awarded compensation." ... regarding hedging and pledging and clawbacks, ISS and institutional stockholders have ...
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LAWFLASH DOJ DEPUTY ATTORNEY GENERAL ANNOUNCES... Published: 2022-09-19 14:09:15... In other words, DOJ will look at a company's history of actually clawing back compensation consistent with its policies. Monaco stressed that companies must employ clawback ...
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© 2024 Pillsbury Winthrop Shaw ... Published: 2025-01-03 11:02:06... Funding recipients and contractors should take care to fully understand and adhere to all obligations to minimize termination and clawback risks. ● Remember-An Ounce of ...
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Financial Regulatory Reform: The Dodd-Frank Wall Street Reform... Published: 2010-07-16 12:25:57... committees and their advisers, clawback of current and former executive ... Compensation Clawbacks The Dodd-Frank Act directs the SEC to adopt rules requiring ...
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Corporate Culture and ERM Published: 2013-07-02 13:34:25... and customer satisfaction, in setting incentives and compensation. 15 Integrating clawback provisions and linking stock option awards, at least in part, to nonfinancial metrics ...
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The Public Company Primer 2011 Edition Published: 2011-07-25 02:00:43... compensation recoupment (so-called "clawback") provisions, and disclosure of internal ... companies to develop and implement "clawback" or compensation recovery policies with ...
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Webcast Published: 2025-01-19 12:04:53... SEC. One that shareholders are watching very closely are the clawback rules. Will companies move to add more clawback-resistant awards into their programs, particularly by the use ...
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Course Materials Published: 2024-11-13 14:29:24... o In March 2023, the DOJ announced a pilot program on compensation incentives and clawbacks. o In October 2023, the DOJ announced the M&A voluntary self- disclosure safe harbor. ...
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SEC Charges Bank Holding Company and CFO for Improper Accounting... Published: 2023-08-28 14:02:27... Although not present in the Malvern Order, prepare for the SEC to enforce the clawback of executive officers' compensation under the Sarbanes-Oxley Act and the recently issued Rule ...
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Summary of the Emergency Economic Stabilization Act of 2008_10... Published: 2008-10-06 15:23:18... to executives who take risks that threaten the value of the institution, (ii) clawback rights to incentive pay based on earnings or other criteria later proven to be ...
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Section 1 Published: 2010-01-07 20:01:17... compensation programs encourage short-term or long-term risk taking (e.g., through clawbacks or holding periods); whether the company adjusts its compensation programs to ...
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http://www.duanemorris.com/print/alertpf2475.html Published: 2007-04-17 12:36:01... to undercut such arguments, not the least of which is the proposed "clawback agreement" allowing for the return and exclusion from evidence of inadvertently produced evidence. ...
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Shareholder Activism Published: 2021-09-24 14:40:55... Rules for Pay and Performance Alignment reporting and Clawbacks may be finalized by the SEC Unwanted attention to adjustments to executive compensation plans will be on the ...
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ISS Governance QualityScore Methodology Guide Published: 2021-02-08 15:37:02... Does the company have a clawback or malus provision? (Q155) › The presence of clawback provisions may help ensure that real pay is not given for fictitious performance. ...
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ISS Governance QualityScore Methodology Guide Published: 2022-01-05 10:20:27... Does the company have a clawback or malus provision? (Q155) › The presence of clawback provisions may help ensure that real pay is not given for fictitious performance. ...
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ISS Governance QualityScore Methodology Guide Published: 2021-01-07 20:18:50... Risk Mitigation Does the company have a clawback or malus provision? (Q155) ISS ESG .../or its subsidiaries › The presence of clawback provisions may help ensure that real pay ...
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New Board Compliance Guidance Prompts General Counsel Focus Published: 2015-04-24 14:58:54... members be "certified" on compliance oversight, and in the use of compensation "clawbacks" or similar means to incentivize compliant behavior by corporate officers. 13. The ...
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New York Washington, D.C. Los Angeles Palo Alto... Published: 2021-10-05 11:43:06... pay), board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans, or other compensation matters (along with a brief description)); ...
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AUTHORS Mile T. Kurta Andrew J. Beck ... Published: 2023-10-24 16:58:42... time-for example, the new SEC clawback rules under Dodd- Frank (enacted in 2008) were not issued until 2022-and accordingly, it is not guaranteed that the SEC would act swiftly. ...
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OVERVIEW Published: 2023-05-24 19:31:06... to domestic issuers, including the recently adopted executive compensation clawback requirements and the proposed climate change and cybersecurity risk disclosure requirements. ...
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New York Washington, D.C. Los Angeles Palo Alto... Published: 2016-07-25 19:03:29... Finally, the Principles state that companies should maintain clawback policies for both cash and equity compensation. Flexibility and rationale behind compensation decisions. ...
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Madden Article on the Shifting Landscape of Corporate Governance... Published: 2011-03-16 13:06:02... 18 Executive Compensation: Court declines to allow DOJ to intervene in SEC clawback case...... 18 Risk Management: Many CD&As too opaque; ...
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Microsoft Word - WeilBriefing_SEC_CG_2009 Proxy.doc Published: 2009-01-23 15:37:25... has met its obligations and that the clawback and golden parachute provisions of EESA ... Recoupment Provisions ("Clawbacks"): Section 304 of the Sarbanes-Oxley Act 5 empowers the ...
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Title Page Published: 2009-03-28 08:07:50... Another issue to be aware of is a creditor client's potential exposure in terms of clawback liability for a claim by the bankruptcy estate. It may be possible to work with the ...
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2019 PROXY SEASON HOT TOPICS Corporate Governance Alert Published: 2019-02-26 17:10:19... If an agreement includes "negative discretion" by the employer to either clawback, reduce or eliminate an award in part or its entirety, this may result in an agreement failing to ...
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SHAREHOLDER PROPOSAL DEVELOPMENTS DURING THE 2023 PROXY SEASON Published: 2023-07-27 13:05:04... including the incorporation of sustainability-related goals; (iii) compensation clawback policies; (iv) equity award vesting; (v) executive compensation disclosure; (vi) ...
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Privately Held Financial Institutions Offered TARP Capital Purchase... Published: 2008-11-21 12:44:24... that threaten the value of the financial institution; (ii) requiring repayment or "clawback" provisions for any bonus or incentive compensation paid to a senior executive ...
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ATTORNEY ADVERTISING Published: 2017-10-10 17:11:50... For example, although a few of the Financial CHOICE Act (H.R. 10) provisions repealing Dodd-Frank rules were addressed, there was no mention of say on pay, clawbacks, hedging, ...
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ATTORNEY ADVERTISING Published: 2023-01-10 12:21:54... requiring or permitting the forfeiture or discount repurchase of equity interests or the clawback of severance or equity proceeds, could be considered "de facto" non-competes. ...
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New York Washington, D.C. Los Angeles Palo Alto... Published: 2009-02-11 10:57:09... Until the government is repaid, these restrictions also require shareholder "say on pay" votes, require clawbacks for executives found to have engaged in deceptive practices, limit ...
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Private Equity Alert Published: 2010-04-05 11:22:19... of employees in both the short- and the long-term, such as through provisions for clawbacks or minimum equity holding periods; n the company's policies regarding adjustments to ...
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Sample v Published: 2008-08-04 10:16:00... Counts Three and Four seek both a declaration and "clawback" repayment or setoff for the ... indemnification would be subject to clawback if the defendant lost on retrial and ...
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Checklist: Board Risk Oversight - Sexual Harassment Policies Published: 2023-10-04 16:30:20... This consideration also applies when considering the "cause" definition in incentive plans, moonshot awards, severance plans and clawback policies. * Contract language that ...
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AS THE COMPENSATION COMMITTEE CHAIR ROLE Published: 2022-07-25 15:02:38... Program o Peer group o Plan design o Perquisites o Key policies (stock ownership, clawbacks, tax gross-ups, etc.) * Employment contracts and restrictive covenants * Director ...