As a follow-up to our recent blog on the SEC moving back the deadline for that agency to act on the NYSE’s and Nasdaq’s clawback proposals, it’s worth noting that recent conversations between Corp Fin Staffers and practitioners suggest that the June 11th date is firm and will not be further extended. Since June 11th is a Sunday that means that action would have to take place by June 9th. These indications are consistent with the SEC’s discussion of the process used to extend the deadline in the April 24th orders.

Companies should be taking action now since it’s likely that the SEC will approve the listing standards no later than June 9th. That timeline means that new clawback policies would have to be in place by August 8th (i.e., 60 days later).  Most boards and compensation committees don’t meet during the mid-summer, so waiting may result in the need for special meetings or unanimous written consents…

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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.

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