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Two Interesting Cases on Termination for "Cause" (CE Sept-Oct... Published: 2025-01-19 12:04:35

agreement provides for the forfeiture of the executive's equity awards, no severance, and sometimes, a clawback of compensation already paid. Thus, the stakes are extremely high. ...
Pay Versus Performance: Now is the Time to Prepare! (CE Jul-Aug... Published: 2025-01-19 12:04:35

has been busy with rulemakings on clawbacks, universal proxy, climate change ... "Climate Disclosure: What to Do Now" "Clawbacks: Preparing for the Final SEC Rules" ...
Microsoft Word - Preparing_for_the_2016_US_Proxy_and_Annual_Reporting... Published: 2015-09-23 23:11:10

Specifically, the SEC adopted a final pay ratio disclosure rule and proposed a clawback ... Clawback Proposal. The SEC proposed new Rule 10D-1, directing national securities ...
Corporate Governance Report PHOTO BY DENYS NEVOZHAI ON UNSPLASH Published: 2024-12-05 12:17:33

......... 53 Clawbacks ......* Now that the SEC has passed its clawback rules, we also examine for the first ...
Proxy Advisors: An Updated Set of "Best Practices" : TheCorporateCouns... Published: 2019-07-30 07:23:02

Does Your Clawback Match? During our upcoming "Proxy Disclosure Conference," we have a panel devoted to the #MeToo era and how it might impact how your clawbacks (should) ...
Timely Takes Podcast: JT Ho's Latest "Fast Five" : TheCorporateCounsel... Published: 2024-11-21 06:39:50

"Right to cure" shareholder proposals ISS ESG updates governance factors and opens data verification window Staff guidance on clawback checkboxes Institutional Investor Survey Data ...
Our PDEC Conferences: Less Than 3 Weeks Away! : TheCorporateCounsel... Published: 2025-10-01 14:03:05

- Our "Year of the Clawback" panel will share insights from leading practitioners about the lessons learned from the restatements announced and clawbacks instituted in 2025 - ...
Our SEC Rulemaking Status Chart (CC Nov-Dec 2012) Published: 2025-01-19 12:04:16

... Disclosure of Ratio of CEO Pay to Median Employee Pay D-F § 953 None Not Yet Proposed N/A Listing Standard Regarding "Clawback" of Incentive Compensation D-F § 954 None Not Yet ...
The SEC Goes Hyperlink Happy (CC July-Aug 2016) Published: 2025-01-19 12:04:18

... Clawback Chronicles: The Ninth Circuit Weighs In We have seen no further movement on the implementation of the Dodd-Frank Act clawback provision, which is perhaps not so surprising ...
Executive Stock Options of a Competitor: Q & A/ Discussion Forum Published: 2009-09-22 06:52:54

On top of that, some companies (25% of the respondents in our survey, which is quite a bit fewer than I expected) have a non-compete forfeiture/clawback provision in their stock ...
Important, Timely Suggestions from a Respected CEO (CE March... Published: 2025-01-19 12:04:31

avoid excessive risk-taking and to allow for a clawback effect. (This is an area where the government's effort to implement clawbacks has been ineffective, because ...
Say-on-Pay Round-Up: Year 2 (CE July-Aug 2012) Published: 2025-01-19 12:04:32

At the same time, Glass Lewis recently announced that they are switching to Equilar's market-based methodology to select peer groups. Clawbacks. We also expect clawback provisions ...
Early Bird! Our Pair of Popular Executive Pay Conferences (CE... Published: 2025-01-19 12:04:33

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
Our Pair of Popular Executive Pay Conferences (CE Jan-Feb 2014... Published: 2025-01-19 12:04:33

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
Take Advantage of Phased-in Pricing (expires August 7th) for... Published: 2025-01-19 12:04:33

Perspective How to Improve Pay-for-Performance Disclosure Creating Effective Clawbacks (and Disclosures) Pledging & Hedging Disclosures The Executive Summary The Art of ...
North America Client Alert Published: 2010-08-17 15:45:04

companies to implement policies to "clawback" compensation from current and former ... Clawbacks The Act requires the implementation and disclosure of a company's policy on ...
THE HOT LIST: 2017 PROXY SEASON TRENDS AND ACTION ITEMS THE HOT... Published: 2017-02-11 21:55:18

11 2. Pay Ratio Disclosures 12 3. Clawback Rules 13 4. Pay-for-Performance ... non-GAAP measures, pay ratio disclosure, clawback rules, pay-for-performance disclosure, ...
Corporate and Securities Alert: The Dodd-Frank Act: Provisions... Published: 2010-08-25 20:03:54

... Recovery of Erroneously Awarded Compensation (Clawback) Company must disclose ... have a policy that requires repayment ("clawback") of incentive compensation (including ...
Looking Ahead to the 2025 Proxy Season: Key Corporate Governance... Published: 2025-01-15 15:48:54

 Pay for Performance Equity Award Considerations  Clawback Policies Beyond Listing Rules  New Clawback Disclosure under Item 402(w) of Regulation S-K 4. Shareholder ...
Global Anti-Bribery Year-in-Review: 2023 Developments and Predictions... Published: 2024-01-30 12:27:42

and remediation. 2. New Pilot Program on Compensation Incentives and Clawbacks. ... reduced fines for companies that seek to clawback corporate compensation from wrongdoers. ...
New York Washington, D.C. Los Angeles Palo Alto... Published: 2010-05-24 19:55:42

Voting for Directors, Say on Pay, Clawbacks, Compensation Committee and Adviser ... resolution to approve the compensation of the named executive officers.  Clawbacks. ...
Gibson Dunn: DOJ Updates Its Guidance on Corporate Compliance... Published: 2023-03-15 15:46:52

Pilot Program Regarding Compensation Incentives and Clawbacks (the Pilot Program). ... are DOJ's continued emphasis on: (1) clawback or recoupment of compensation from ...
NYSE Rules vs Listing Standards - is there a difference?: Q ... Published: 2024-11-04 02:12:58

... Governance requirements, such as those relating to director independence, board committees, clawback policies, and shareholder approval requirements, are part of the listing ...
Your Role in Drafting Disclosure (CE September-October 2009) Published: 2025-01-19 12:04:31

Pointers: How to Implement 'Say-on-Pay' - The New Challenges of Bonuses (and Clawbacks) - How to Handle 'Out-of-Money' and Other Down-Market Arrangements - Dealing with the ...
(CE July-Aug 2016) Published: 2025-01-19 12:04:33

... forfeiture, downward adjustment, and clawback provisions described below, if it ... Deferral, Forfeiture, Downward Adjustment, and Clawback Requirements The proposal would ...
January 30, 2025 Volume 16, Issue 1 Published: 2025-01-30 12:55:43

governance: * ISS-compliant "robust" clawback policies * Evaluation of ... These policy updates are effective as of February 1, 2025. ISS-Compliant "Robust" Clawback ...
Four of Corp Fin's Dodd-Frank Rulemakings Delayed : TheCorporateCounse... Published: 2025-07-22 18:42:19

953) - Pay ratios (ratio of CEO pay to average employee pay; Section 954) - Clawback policies (clawback of the compensation of current and former officers upon restatement; Section ...
Preparing for the 2023 Public Company... Published: 2022-12-20 21:12:13

This Update addresses the following topics: Pay-Versus-Performance Clawback Policies Rule ... as we prepare for the 2023 proxy season. Clawback Policies In October 2022, the SEC ...
May-June Issue of The Corporate Executive : TheCorporateCounsel... Published: 2025-07-08 07:25:33

Disclosure Requirements - Clawbacks: The Process After a Decision to Restate - New Staff Guidance on Clawback Disclosures - Unlock Luck with a Winning Strategy - Join Us in Vegas! ...
Matters To Consider for Matters To Consider for the 2023 Annual... Published: 2022-12-10 15:20:56

Compensation page 32 Prepare for Final Clawback Rules Under Dodd-Frank page 34 Monitor ... As noted in the section of this guide titled "Prepare for Final Clawback Rules Under ...
Getting Ready for the Proxy Season: Our Upcoming Webcast : TheCorporat... Published: 2025-01-08 07:02:44

SEC Rulemaking - Potential Impact on Compensation Disclosure (Pay Ratio, Rule 701 and more) - Evolution of Clawback Policies, Disclosures to Date and Clawback Mechanics - Pay vs. ...
InvComSpr08r0416.indd Published: 2010-11-15 14:32:17

... . . . . . . . . . . . 7 * Ten Steps to a Clawback Provision with "Teeth". . . . . . . . . ... InvestorRelationships.com 8 Spring 2008 Ten Steps to a Clawback Provision with "Teeth" Ten ...
The Compensation Risk Proxy Disclosure--Our Review of Comment... Published: 2025-01-19 12:04:15

... We also noted frequent references to specific policies implemented by issuers, including compensation recovery (clawback) and the implementation or existence of stock ownership or ...
New Staff Guidance on Issuer Stock Transactions in 401(k) Plans... Published: 2025-01-19 12:04:18

... material change to the executive compensation package; (iii) the modification of the clawback requirement so that it would only apply to "bad actor" current and former executives ...
Conference Early Bird: Say-on-Pay Intensive (CE Mar-Apr 2011... Published: 2025-01-19 12:04:32

New Golden Parachute Requirement - The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance - Dealing with the Complexities of Perks - ...
Last Call: Our "Say-on-Pay Intensive" Conference Lineup (CE Sept... Published: 2025-01-19 12:04:32

New Golden Parachute Requirement - The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance - Dealing with the Complexities of Perks - ...
Recent Court Decisions May Create Openings for Litigation (CE... Published: 2025-01-19 12:04:32

Say-on-Parachute-Pay disclosures, Stock plan disclosures and approval, and Clawbacks under SOX §304. The theories that seem to have gained some traction at the motion to ...
New York Washington, D.C. Los Angeles Palo Alto... Published: 2009-02-06 16:36:30

other separation payments, extend the clawback requirements, deepen annual compensation ... risk-taking. * Additional, expanded clawback for engaging in deceptive practices. ...
Severance Arrangements Under Fire after 9th Circuit Decision... Published: 2005-03-29 05:43:57

decision - together with the Section 304 clawback provision - to determine whether they ... in our "Severance Arrangements" and "Clawback Provisions" Practice Areas. ...
SIDLEY UPDATE Key Considerations When Preparing Your Published: 2024-01-16 11:35:56

Part I, New Item 1C. Cybersecurity New Regulation S-K Item 106 Compensation Clawback ... Compensation Clawback Disclosures In October 2022, the SEC adopted final rules on ...
SEC's Reg Flex Agenda: Where Did Those Dodd-Frank Rules Go? ... Published: 2017-07-25 07:15:51

This Reg Flex Agenda is notable for what it omits - get a load of what's not on the list: - Pay-for-performance - Clawbacks - Hedging - Universal proxy - Clawbacks of incentive ...
Webcast - "The Latest: Your Upcoming Proxy Disclosures" Published: 2023-01-19 00:00:00

Pay vs. Performance Disclosures Meeting Format Clawbacks Say-on-Pay Trends Showing ... Clawbacks Lynn: Clawbacks are another big topic right now due to the SEC's rulemaking at ...
The Future of NYSE Rule 452 after Dodd-Frank : TheCorporateCounsel... Published: 2010-08-09 08:14:31

SEC Fight Over Clawbacks Before we had Section 954 of the Dodd-Frank Act (which will require the adoption of compensation clawback polices by listed companies), we of course had ...
Taking a Fresh Look at Your Company Policies: Compensation Policies... Published: 2024-01-24 07:50:33

On the topic of compensation clawback policies, we discussed the challenges of administering multiple clawback policies, and the impact that recent guidance from the DOJ's Criminal ...
Debevoise In Depth Published: 2024-01-04 13:36:47

U.S. Developments Share Repurchase Disclosures Compensation Clawback Policies Beneficial ... 3, 2024 2 U.S. Developments Compensation Clawback Policies On January 27, 2023, final ...
Matters To Consider for the 2022 Annual Meeting and Reporting... Published: 2021-12-14 09:56:06

of Pending SEC Rulemaking Relating to Clawback Policies Under Dodd-Frank page 31 Annual ... which is estimated to occur by early 2023. Reopening of Comment Period for Clawback Rules. ...
Heads up for the 2023 Proxy Season Key Disclosure and Engagement... Published: 2023-01-23 17:31:44

 Pay Versus Performance  Clawbacks  Human Capital Management and ... Clawbacks. As we discussed in our prior Alert, the SEC has adopted rules directing the ...
SEC Chair Mary Schapiro Just Added: Our "Say-on-Pay Intensive... Published: 2025-01-19 12:04:32

the New Golden Parachute Requirement -The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance -Dealing with the Complexities of Perks ...
Revisiting Enforcement of Award Acceptance (CE May-June 2013... Published: 2025-01-19 12:04:33

... more controversial provisions-e.g., clawbacks and non-competes-which are virtually ... and (iii) the awards don't include clawbacks, noncompetes, waivers of rights normally ...
Pay Ratio Rumor: Will the SEC Adopt Rules on August 5th? : TheCorporat... Published: 2015-06-29 07:28:48

Act now! Clawbacks: SEC to Propose Rules on Wednesday! Last Thursday, the SEC posted this Sunshine Act notice to announce that it will propose the clawback rules required by ...