The SEC has calendared an open Commission meeting for Wednesday – October 26th – during which it’s likely that the SEC will adopt final clawback rules. You might recall that the SEC has given commenters two bites at the apple, with an initial rule proposal released in 2015 and then reopening that proposal in October 2021. The SEC was directed to adopt clawback rules as part of the Dodd-Frank Act way back in 2010.

If the SEC adopts these clawback rules on Wednesday, the end result will be that listed companies will need to adopt – and disclose – policies for recovery of incentive compensation that exceeds what would have been paid in the absence of an accounting restatement. This sounds like a simple concept, but it can be very complicated. We’ll be providing analysis in this blog if the rules are adopted – as well as cover them in detail during our annual proxy season preparation webcast, which will be held on December 1st. More details about that webcast will be announced soon.

Print:
Email this postTweet this postLike this postShare this post on LinkedIn
Photo of Allison Handy Allison Handy

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She…

Allison Handy is the firmwide co-chair of the Corporate & Securities practice. Her extensive experience includes advising public and private companies in connection with corporate governance practices, disclosure issues, and capital markets transactions, such as equity offerings, debt offerings and tender offers. She is also a leader of the firm’s Environmental, Social, and Governance advisory team.

Allison provides counsel to companies on a broad range of issues faced by management and directors in connection with the many compliance aspects of securities laws, including governance rules adopted by the Securities and Exchange Commission (SEC) and stock exchanges. She advises boards and committees in matters related to internal investigations and the efforts of shareholder activists, and works closely with in-house counsel, financial personnel, and outside auditors and advisors to help her clients prepare proxy statements and other reports to investors that meet complex disclosure obligations.

Read more about Allison Handy
Show more Show less