This search tool conducts a search of the entire site, including the blogs and Q&A Forum.
Results from: TheCorporateCounsel.net
-
What audit committees need to know for year-end 2021 (pdf) Published: 2022-01-28 10:10:12... finalizing pay vs. performance rules and clawback policies. In October 2021, the SEC requested public comments on its 2015 clawback proposal that would direct national ...
-
SEC Enforcement in Financial Reporting and Disclosure: 2019 Year... Published: 2020-01-16 20:23:25... The SEC seeks permanent injunctions, disgorge- ment plus interest, penalties, and officer and director bars against all three former officers, and also seeks clawback of bonuses ...
-
Introduction Published: 2023-03-27 14:39:23... of private securities and broker-dealers SEC adopts executive incentive compensation clawback rules Accounting for the Inflation Reduction Act and the CHIPS Act Perspectives on ...
-
12-0306 ACDS_PrintFinal_v2.indd Published: 2014-04-30 20:26:02... Proposed rules on clawbacks Shareholder proposals for political spending reports Proposed ... Proposed rules on CEO/median worker pay ratio disclosure Proposed rules on clawbacks ...
-
PwC's Annual Corporate Directors Survey Published: 2014-04-30 19:48:54... Shareholder proposals for proxy access Forthcoming rules on compensation clawbacks ... Forthcoming rules on compensation clawbacks Shareholder proposals for proxy access ...
-
2014 Annual Corporate Directors Survey Published: 2014-10-14 13:32:42... The Department of Homeland Security/NIST cybersecurity framework Forthcoming rules on compensation clawbacks Shareholder proposals for proxy access Implementation of new rules on ...
-
Some Thoughts for Boards of Directors in 2019 Published: 2018-12-13 18:16:05... the adoption of policies to mitigate risks, such as compensation recoupment or clawbacks. * Directors should receive compensation that fairly reflects the time commitment and ...
-
Snell & Wilmer L.L.P Published: 2009-01-08 00:58:42... might be to couple the discontinuance with shareholder friendly initiatives such as "clawbacks" or "say on pay" provisions on executive compensation, mandatory stock ownership ...
-
Corporate Governance and Executive Compensation Update Published: 2015-01-13 15:34:19... account changes in the value of its stock and dividends or distributions; * Mandatory clawback policy that would require companies to recover excess pay to current and former ...
-
EXERCISING AUTHORITY, Published: 2012-03-29 10:10:00... established meaningful stock holding requirements for executives, and does it have clawback policies in the event of an accounting restatement or wrongdoing, * Are the overall ...
-
Microsoft Word - Investor Response to Chamber 14a-8 Nov 9 Final... Published: 2017-11-10 13:33:23... For example, prior to the Bulletin, Staff permitted companies to exclude precatory proposals addressing executive pay clawback provisions and change-in-control severance agreements ...
-
Its Time To Adopt The New Paradigm Published: 2019-02-11 12:18:50... the adoption of policies to mitigate risks, such as compensation recoupment or clawbacks. Directors should receive compensation that fairly reflects the time commitment ...
-
Proxy Monitor Published: 2013-09-18 17:41:11... consent (of 18 introduced and coming to a vote); and * One seeking a compensation clawback policy at medical supplier McKesson Corporation. 52 As these results suggest, only a ...
-
Rosie Clarke MSc Project Leader Published: 2016-01-29 12:29:00... Norman Holdings Ltd Tobacco Philip Morris International Inc Sustainability-related clawback or adjustment mechanisms were included by eighteen companies ; three of whom ...
-
A Comprehensive Overview of Dodd-Frank Wall Street Reform and... Published: 2010-08-03 12:27:09... on pay" shareholder voting requirements, clawback requirements for incentive pay in the ... Clawback Requirements The SEC will issue rules requiring public companies, as a condition ...
-
Bankruptcies and liquidations - 2022 Published: 2022-11-12 14:21:17... Certain payments and transfers made in the period prior to the petition date may be considered preferential transfers which would be subject to clawback provisions. See BLG 1.12 ...
-
New York Washington, D.C. Los Angeles Palo Alto... Published: 2017-07-17 13:02:54... golden parachutes 6 18 32% 30% 0 0 Clawbacks 6 6 14% 14% 0 0 Stock retention 3 12 30% ... upon a change in control), to adopt clawbacks and to enhance executive stock retention ...
-
New York Washington, D.C. Los Angeles Palo Alto... Published: 2018-07-12 15:20:59... golden parachutes 6 8 4 8 31% 33% 0 0 Clawbacks 11 6 7 6 40% 14% 0 0 Stock retention 1 5 ... upon a change in control), to adopt clawbacks and to enhance executive stock retention ...
-
The Conference Board Governance Center Published: 2014-03-11 15:24:00... of pay to performance, and a substantive listing rule concerning compensation clawbacks. ... Dodd-Frank's clawback and say- on-pay requirements drew similar criticism, and its more ...
-
43564989_19 Published: 2010-12-08 16:01:26... upside with no downside risk Factors that potentially mitigate the impact of risky incentives include rigorous clawback provisions and robust stock ownership/holding guidelines.
-
Corporate Governance Report PHOTO BY DENYS NEVOZHAI ON UNSPLASH Published: 2024-01-16 11:44:08... Given the SEC's new clawback rules that went into effect in 2023, we did not examine clawback policy disclosure, but expect to do so in future years. 51 2023 SILICON VALLEY 150 ...
-
Webcast - "The SEC Staff on International Issues" Published: 2025-06-24 15:03:40... But two elements of Dodd-Frank are at least potentially applicable to foreign private issuers. One is the clawback of equity compensation, which is written, like Sarbanes-Oxley ...
-
Microsoft PowerPoint - 2018 Proxy Season Success - Master Slide... Published: 2018-03-05 12:47:56... board as a whole is integrated into the company's cybersecurity oversight - Effect on clawback policies 56 Proxy Advisor Updates * ISS Analytics Due Diligence Profile - Product ...
-
ANNUAL CORPORATE GOVERNANCE REVIEW Published: 2010-09-09 18:32:15... CEO pay and median employee compensation, (iv) requiring companies to develop "clawback" provisions that would recoup unearned executive compensation in the event that there ...
-
Amended Rule 10b5-1 and New Insider Trading Disclosure: Frequently... Published: 2023-01-25 18:29:25... the SEC's New Clawback Rules Desktop Reference: 8-K Filing Events 2023 Client Alert is published by Latham & Watkins as a news reporting service to clients and other friends. ...
-
The Dodd-Frank Act: Published: 2010-07-16 12:37:32... to purchase financial instruments designed to hedge their equity securities Clawbacks Stock exchanges must adopt standards - requiring that listed companies develop and ...
-
Microsoft Word - 081222_Top 10 Topics for Directors in 2009.doc Published: 2008-12-23 22:35:14... Particular practices that can stir investor ire include excessive perquisites, excise tax gross-ups, absence of clawback policies after a restatement of financials, excessive ...
-
2017 PROXY SEASON REVIEW By Shirley Westcott August 2017 Overview Published: 2017-08-11 12:27:00... awards 17 15 0 31.6% 6 5 0 29.6% Revolving door payments 6 5 0 23.7% 5 4 0 28.3% Clawbacks 6 6 0 14.3% 7 6 0 13.9% Retention of equity awards 13 12 0 17.6% 4 3 0 29.8% ...
-
Microsoft Word - 43865713_4.DOC Published: 2011-11-22 18:34:44... upside with no downside risk Factors that potentially mitigate the impact of risky incentives include rigorous clawback provisions and robust stock ownership/holding guidelines.
-
14-094 CAQ Detering&Detecting_1110.indd Published: 2014-11-17 12:14:18... And under the Dodd-Frank Act executives can face clawbacks of bonuses awarded under fi nancial statements later restated. A dual approach is required for management to build an ...
-
Global Proxy Review Published: 2015-02-08 21:27:08... director payable in shares (with clawback provisions), * Discontinue the long-term ... While the retention share scheme's clawback provision does improve the alignment with ...
-
SEC UPDATES AND PROXY ADVISOR POLICIES GIVE SHAPE TO THE 2020... Published: 2019-12-13 18:53:36... The SEC is also expected to propose rules on compensation clawbacks, which have moved to the short-term (less than one year) schedule in the fall 2019 Regulatory Flexibility (Reg ...
-
clearygottlieb.com Published: 2023-05-10 10:56:41... also may be forthcoming, including the possibility of legislative action on clawbacks on compensation and penalties for management and boards of failed banks. 89 Incentive ...
-
HOW 2020 HAS CHANGED THE FUTURE OF CORPORATE GOVERNANCE THE NEW Published: 2020-09-30 21:28:52... program, the company: adopted a clawback policy, implemented a more formulaic ... short-term incentive awards; lack of clawback provision; insufficient disclosure of ...
-
Dodd-Frank: One Year Later Published: 2011-07-19 14:45:10... transactions, as well as rules mandating listing standards regarding compensation clawback policies. - Broker discretionary voting has been prohibited in connection with ...
-
INSTITUTIONAL INVESTOR SURVEY Published: 2021-05-12 13:07:56... To mitigate these concerns, alternative remuneration structures may be considered for ESG-inclusion, such as the introduction of respective minimum ESG requirements in clawback ...
-
THE PUBLIC COMPANY HANDBOOK Jens M. Fischer Stewart M. Landefeld Published: 2021-12-02 12:22:03... and company performance, and mandatory clawbacks for some executive incentives, which ... If you do this, discuss the policies or practices (such as clawbacks or minimum stock ...
-
www.pwc.com Published: 2013-06-28 17:33:22... For example, the SEC no longer provides a timeline for the finalization of the pay for performance and CEO pay-ratio disclosures and executive clawback rules. Executive ...
-
SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2020-10-01 18:06:43... proposal received majority support-a proposal to seeking to expand a company's clawback policy� Leading Sustainability Standard-Setters Unite to Develop a More Coherent, ...
-
New York Washington, D.C. Los Angeles Palo Alto... Published: 2015-07-20 16:25:27... 2015 YTD 2014 2015 YTD 2014 2015 YTD 2014 Limit golden parachutes 32 25 36% 38% 4 5 Clawback 15 3 28% 29% 0 0 Stock retention 11 27 23% 22% 0 0 SERP-related 1 2 36% 35% 0 0 Limit ...
-
Weil, Gotshal & Manges LLP Financial Regulatory Reform: The Dodd... Published: 2012-07-19 17:59:09... Nor has the SEC proposed rules instructing the stock exchanges to require that listed companies develop, implement, and disclose a "clawback" policy with respect to executive ...
-
Webcast - "The (Former) Corp Fin Staff Forum" Published: 2025-06-24 15:04:21... First, the persistent topic of the Dodd-Frank Act's executive compensation rule directives: the compensation clawback provision and the "pay versus performance" provision. Those ...
-
"Related Party Transac�ons: Refresher... Published: 2023-12-06 19:27:33... Clawback Compensation Disclosed in Item 402(w) Instruction 5.a.iii. to Item 404(a) provides that if the transaction involves the recovery of erroneously awarded compensation ...
-
Country Q&A United States PLC Published: 2009-06-01 20:01:34... 75%) of future equity grants to employees be performance- based; mandating clawbacks of compensation paid in certain circumstances. ...
-
GAO-09-504 Troubled Asset Relief Program: March 2009 Status of... Published: 2025-02-13 16:43:59... The new law also requires (1) reimbursement (clawback) of certain bonus or incentive compensation based on materially inaccurate criteria, (2) compensation tax deduction limits, ...
-
Draft of the Restoring American Financial Stability Act, Published: 2010-03-18 12:21:00... change in the value of the company's shares, dividends and distributions. Clawback. ... reported financial information and clawback policies enabling the recovery of ...
-
Navigating Debt Repurchases in Europe: What You Need to Know Published: 2022-10-12 14:03:36... from the enforcement of credit support to mitigate the risk that the claims of other creditors are tainted and therefore subject to the same subordination and clawback risks. ...
-
Advocacy Activities Regulatory Submissions and Speaking Engagements Published: 2018-08-09 21:59:02... in 2017 to harmonize remuneration disclosure standards across Europe), has led boards to introduce new approaches to compensation, including stronger malus and clawback provisions. ...
-
Why Proxy Access (SEC Rule 14a-11) is Harmful to Corporate Governance Published: 2011-07-15 12:52:37... of financial statements and the clawback of CEO and CFO non-salary compensation ... 954 expands the ability of the SEC to clawback executive compensation, and Section 972 ...
-
Logo Goes Her Published: 2011-02-22 12:33:41... of stock ownership guidelines for executives, the implementation of a compensation clawback policy, and enhancements to disclosure regarding compensation, political ...