Clawbacks

This memo provides a summary of the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act, including the compensation and individuals subject to recover, recovery period, and related disclosures.

This memo use a Q&A approach to explain the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act.

This memo takes an in-depth look at mechanices of the SEC's proposed rule to implement the compensation recovery provisions of Section 954 of the Dodd-Frank Act.

Clawback policies have been common for some time. However, because implementation of the proposed Dodd-Frank clawback rules may never be finalized, companies are beginning to implement or update executive compensation recoupment and forfeiture rules on their own based on investor sentiment, good governance principles, and recent events.

This article provides a history of clawback provisions and discusses issues companies should consider when implementing a clawback policy.

Many companies require all new hires to sign restrictive covenant agreements (e.g., non-compete, non-solicitation, confidentiality and non-disclosure). While the enforceability of such provisions varies by state, courts often take a dim view of such agreements (particularly those with non-competes), and are reluctant to enforce provisions that are not reasonable in duration, geography or scope of duties. Two recent decisions, however, strongly suggest that courts outside of California will enforce online restrictive covenants in stock award agreements.

Query: Is a contract under which compensation is paid legally binding if the compensation can be recovered by the company under certain circumstances? Find out in today's blog.

Are we going to see updates to Rule 701 and Form S-8 this year? Plus, the status of remaining Dodd-Frank rulemaking and proposed accelerated filer definitions.

In a claim to recoup $70 million in incentive pay from former executives, Hertz asserts that the corporate "tone at the top" meets the misconduct threshold of their clawback policy.

Kick off the new year "in the know"!

Where we have been, where we are, and what is still to come.

Key trends in the design of restricted stock/unit, performance award, and stock option programs.

This ClearBridge 100 Report presents findings on various executive compensation policies, including compensation recovery (clawback) policies, stock ownership guidelines and post-vesting holding requirements, anti-hedging policies and anti-pledging policies, and target compensation positioning philosophies. The ClearBridge 100 is comprised of 100 S&P 500 companies.

Proposed rule to implement the provisions of Section 954 of the Dodd-Frank Act, which requires the Commission to adopt rules directing the national securities exchanges to prohibit the listing of any security of an issuer that is not in compliance with requirements for disclosure of the issuer’s policy on recovery of incentive-based compensation that is received in excess of what would have been received under an accounting restatement.