Search

This search tool conducts a search of the entire site, including the blogs and Q&A Forum.

Results from: TheCorporateCounsel.net

The ClearBridge 100 Report Published: 2020-12-05 17:41:04

Anti-Hedging & Anti-Pledging Policies Clawbacks TABLE OF CONTENTS Executive Summary ......... 9 Clawback Policies ......
DOJ Issues Status Report on Pilot... Published: 2024-09-30 12:41:55

Whistleblowers and Compensation Clawbacks and Supplements its Guidance for ... Awards and Compensation Incentives and Clawbacks Pilot Programs are shaping DOJ's ...
Practice Group Published: 2010-10-21 14:48:27

Indemnification of Sarbanes-Oxley "Clawback" Liability In a case of first ... liability under Section 304 (the "clawback" provision) of the Sarbanes-Oxley Act of ...
Matters To Consider for the 2025 Annual Meeting and Reporting... Published: 2024-12-11 10:52:45

Practice Disclosures page 22 Review Clawback Policies page 23 Evaluate ... the scope of its comments to address artifcial intelligence, cybersecurity and clawbacks. ...
GT Alert_NYSE, Nasdaq Propose Listing Standards Implementing... Published: 2023-04-05 15:18:10

Alert | Corporate March 2023 NYSE, Nasdaq Propose Listing Standards Implementing SEC Clawback Rules Background On Oct. 26, 2022, the Securities and Exchange Commission (SEC) ...
Recent Changes to Disclosure Requirements for Foreign Private Published: 2023-07-31 17:47:02

including required new compensation clawback policies, changes to the insider trading ... we discuss in greater detail below. 1 Clawback Policies New Clawback Policy Requirement ...
Top 22 Takeaways: Our "Pay Ratio & Proxy Disclosure Conference... Published: 2025-01-19 12:04:19

... predict other areas of focus. 13. Forfeitures & Clawbacks On the Rise: More companies are broadening their forfeiture & clawback provisions, to protect themselves in the event of ...
Engagement During the '14 Proxy Season : Proxy Season Blog Published: 2014-08-26 06:32:00

... performance-based awards, and the discontinuation of stock option grants; the adoption of a clawback policy; and a limitation on the scope of future tax gross-up payments. ...
(Additional) Noteworthy Proxy Disclosure Conference Take-a-Ways... Published: 2015-11-13 07:59:00

... suggested companies amend their Section 16 "welcome" memos to their officers to note that their Section 16-related compensation will be subject to the company's clawback policies. ...
Annual Meetings: Jamie Dimon Doesn't Like Them : Proxy Season... Published: 2017-04-19 06:23:00

... service (AFL-CIO Reserve Fund); appoint a stockholder value committee (Bartlett Naylor); clawback amendment (John Chevedden); and executive compensation philosophy (Jing Zhao). ...
Option Grants by TARP recipents: Q & A/ Discussion Forum Published: 2010-04-21 04:10:55

Lastly, would the exercise of the option be subject to the clawback requirement of Interim ... gains received upon exercise of a stock option could be subject to clawback. ...
The Corporate Executive, Vol. XXXI: 2017 Published: 2025-01-19 12:04:36

Section 16 Beginners: Three New Resources (CE Nov-Dec 2017) September-October 2017 Clawbacks in the Real World (CE Sept-Oct 2017) CEO Pay Ratio: Early Disclosures (CE Sept-Oct ...
Stock Option Non-Compete Forfeiture Provisions-Accounting Update... Published: 2025-01-19 12:04:28

that a clawback (i.e., return of option profits) would trigger variable accounting. We understand, however, that some of the firms are now taking the position that a clawback may ...
Webcast - "On-Demand CLE Credit: The Latest: Your Upcoming Proxy... Published: 2025-01-09 00:00:00

Potential Impact of the New Administration on SEC Rulemaking Potential Impact on Compensation Disclosure Evolution of Clawback Policies, Disclosures to Date and Clawback Mechanics ...
© 2023 Bryan Cave Leighton Paisner... Published: 2023-04-05 15:23:25

their proposals for new listing rules in response to the SEC's final clawback rules. ... take steps to comply with the SEC's new clawback rules, including: ▪ Begin preparation ...
2020 Proxy Season: Considerations for Your Proxy Statement ... Published: 2023-07-05 11:10:55

engagement * How to navigate the new clawback rules * Pay versus performance trends ... listing standards implementing the SEC's clawback rules (Rule 10D-1) * The listing ...
Corporate Governance Published: 2015-10-19 14:13:00

Takeover Defenses 34 Majority Voting Standards 36 Financial-Related Clawbacks 43 Detrimental Conduct Clawback Policies 44 Say-on-Pay 46 Compensation-Related Proxy Disclosure 52 ...
Our New "D&O Biographical/Director Qualifications & Skills Disclosure... Published: 2012-04-18 07:11:01

"No Personal Misconduct" Clawbacks: SEC Sues to Recover Bonuses and Stock Profits Again As noted in this press release, in a Section 304 of Sarbanes-Oxley clawback action, the SEC ...
Survey: What Type of Compensation Consultant Conflicts Disclosure... Published: 2025-07-28 16:40:23

The SEC's Latest Clawback Court Victory Kevin LaCroix's blog recently covered the latest court decision over a SEC clawback under Section 304 of Sarbanes-Oxley: SEC v. Baker and ...
Obama is On the Move: Executive Compensation, Derivatives : TheCorpora... Published: 2009-05-14 06:23:12

Takes the words right out of my mouth... SEIU Pushes for Clawbacks of Excessive Pay ... - are shown to be based on false economic metrics, they may be subject to clawbacks. ...
The Other Tesla Compensation Litigation : TheCorporateCounsel... Published: 2023-08-17 06:57:26

and the settlement includes the clawback & forfeiture of compensation valued at $735 million. The blog post describes the mechanics of the clawback terms and discusses what this ...
E-Minders May 2017 Published: 2025-01-19 12:03:31

The Big Wells Fargo Clawback Shareholder Proposals: Can't Exclude Confidential Pay Vote ... The Big Wells Fargo Clawback The big news from Wells Fargo in mid-April was that the ...
Our Upcoming Proxy Disclosure & NASPP Conferences (CC May-June... Published: 2025-01-19 12:04:17

-In-House Perspective: Strategies for Effective Solicitations -Creating Effective Clawbacks (and Disclosures) -Pledging & Hedging Disclosures -The Executive Summary -The Art of ...
Our Pair of Popular Executive Pay Conferences (CE July-Aug 2015... Published: 2025-01-19 12:04:33

Pay Ratio: What Now Creating Effective Clawbacks (and Disclosures) Pledging & Hedging ... CompensationStardards.com's webcast-"Clawbacks: What Now After the SEC's Proposal" (7/...
Proxy Season Review 2021 Published: 2021-10-04 16:14:06

......... 31 Clawbacks ......could serve to enhance and increase the efficacy of these companies' clawback policies. ...
Senate Financial Services Reform Would Impose Additional Corporate... Published: 2010-06-02 12:58:34

... Compensation Clawbacks Under new Section 10D of the Exchange Act, all listed companies would be required to adopt a clawback policy providing for a three-year lookback from the ...
Copyright © 2024 Wilson Sonsini ... Published: 2024-02-12 17:13:41

I. Disclosure and Governance Considerations A. New Clawback Disclosure B. Second Year of ... © 2024 Wilson Sonsini Goodrich & Rosati. All Rights Reserved. New Clawback Disclosure. ...
TH ANNUAL SURVEY OF THE 100 LARGEST U.S. PUBLIC COMPANIES CORPORATE Published: 2018-09-18 15:27:06

Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance ... Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance ...
Key Compensation Items Published: 2023-01-29 17:43:29

Pay Versus Performance Disclosure ...... 2 Clawbacks ... on pay versus performance disclosures, clawback policies and 10b5-1 insider trading ...
Happy Anniversary! Dodd-Frank Turns 5 : TheCorporateCounsel.net... Published: 2015-07-21 09:21:37

If you've read this blog for a while, you know that we don't need much of a reason to celebrate around here. So put down those pay-for-performance & clawback proposing releases - ...
2016 Published: 2026-01-13 17:55:03

2016) Board Diversity Disclosure: Rising on the SEC Agenda? (CC July-Aug 2016) Clawback Chronicles: The Ninth Circuit Weighs In (CC July-Aug 2016) Corp Fin Director Keith ...
(CC May-June 2014) Published: 2025-01-19 12:04:17

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
1st Edition of Morrison & Romanek's "The Corporate Governance... Published: 2025-01-19 12:04:17

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
Enforcement: What the SEC's Record-Setting Year Means for Disclosures... Published: 2025-08-12 17:25:00

... Outside of the enforcement context, investors and proxy advisors are also encouraging companies to adopt compensation clawback policies that extend beyond legal mandates. Several ...
The Corporate Executive, Vol. XXXVIII: 2024 Published: 2025-12-30 09:57:51

Compensation Considerations: What Have We Learned? September-October 2024 Clawback 2.0: What's Next for Compensation Recovery Policies? (CE Sep-Oct 2024) Is it Time to Renew Your ...
Say-on-Pay and Plan Design (CE November-December 2009) Published: 2025-01-19 12:04:31

Mike Kesner noted companies are tweaking their compensation to get rid of the "indefensible irritants," e.g., introducing clawbacks, addressing SERPs, reducing perks and tightening ...
Corp Fin Director Keith Higgins: The "Proxy Disclosure Conference... Published: 2025-01-19 12:04:33

Disclosure: Now What P4P: Post-Panel Commentary Creating Effective Clawbacks (& Disclosures) Clawbacks: Post-Panel Commentary Pay Ratio: Now What Pay Ratio: Post-Panel ...
Are You Ready for an 'Avalanche' of SEC Rulemaking? (CE May-Jun... Published: 2025-01-19 12:04:35

Climate Change Disclosure Rules Stock Buyback Disclosure Rules Pay Versus Performance Disclosure Rules Exchange Listing Standards for Clawback Policies If the SEC keeps to this ...
OFFICE OF THE NEW YORK CITY COMPTROLLER SCOTT M. STRINGER | 1 Published: 2020-01-23 19:09:59

13 Executive Compensation Misconduct Clawback Policies ......(b) provide for public disclosure of any clawback actions taken under such policy; 5. two ...
"The Latest: Your Upcoming Proxy Disclosures" Published: 2025-07-29 18:58:23

Metrics - Pay-Related ESG Proposals - Clawbacks - Director Compensation Disclosure - CEO ... program? 7. Compensation Recovery ("Clawbacks") a) Discuss timing of reopening of ...
SEC FINANCIAL REPORTING AUDITING ENFORCEMENT FIRST HALF OF REVIEW... Published: 2015-09-11 22:39:00

......... (A) Clawbacks......Additionally, in appropriate cases, the SEC will pursue clawbacks under Sarbanes-Oxley Act ...
Preparing for New Form 10-Q and Form 10-K Disclosure Requirements Published: 2023-10-18 15:47:27

risk management, strategy, governance and incidents; and (4) Clawback policies. ... management, strategy and governance  Clawbacks (New NYSE and Nasdaq listing rules): ...
House Passes "Say-on-Pay" Bill (Again): The Recap : TheCorporateCounse... Published: 2009-08-03 06:24:32

change being the clawback reversal noted below) - and here is that Committee's report. ... dropping it was not a good idea. - Clawbacks Still Possible Even If Shareholders ...
The Latest Issue of The Corporate Executive : TheCorporateCounsel... Published: 2021-11-02 04:08:22

This month's articles include: - Key Takeaways from Our Proxy Disclosure & 18th Annual Executive Compensation Conferences - Compensation Clawbacks in the Courts - Two Interesting ...
Timely Takes Podcast: JT Ho's Latest "Fast Five" : TheCorporateCounsel... Published: 2025-06-03 07:13:32

developments. In this 22-minute installment, J.T. reviews: 1. Rule 10b5-1 CDIs 2. Clawback "checkbox" CDIs 3. Tariff disclosure implications 4. Mid-season proxy trends 5. DOJ ...
Whither the Devon Energy Corp. 701 No-Action Letter? (CC July... Published: 2025-01-19 12:04:15

... 18 to eliminate supermajority voting, seven to eliminate golden parachutes, seven to require equity retention by executives and three to clawback incentive compensation). ...
Revisiting the "Super 10-K" (CC July-Aug 2015) Published: 2025-01-19 12:04:18

... due to material noncompliance with financial reporting requirements under the securities laws within the meaning of Section 304 of the Sarbanes-Oxley Act (the clawback provision). ...
Correction of interim financial statements: Q & A/ Discussion... Published: 2024-03-30 05:43:08

of interim financials could be an accounting restatement that could require a clawback (for example, if incentive-based compensation is based on interim period financial results)? ...
Whether compensation recovery policies should be limited in scope... Published: 2024-04-24 00:52:58

RE: Whether compensation recovery policies should be limited in scope to accounting restatements We cover clawbacks on CompensationStandards.com. I will post your question and ...
Public DE Company - Paying Cash Dividend During Deficit: Q &... Published: 2024-07-29 10:14:37

Does anyone have experience with this? Very concerned they are in a state of potential clawback/reversion of prior dividends. Reply 7/29/2024 1:42:29 PM Replies: RE: Public DE ...