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Results from: TheCorporateCounsel.net
  1. Slide 1 Published: 2010-08-03 12:32:56
    ... Executive Compensation and Related Corporate Governance: Say on Pay, Clawback, Proxy ... Title IX Clawbacks * SEC to issue listing rules requiring companies to develop and ...
  2. DOJ Expands Framework for Cracking Down on Corporate Crime Published: 2022-09-19 14:53:51
    ... Notably, Monaco asked DOJ's Criminal Division to develop guidance by the end of this year "on how to reward corporations that employ clawback or similar arrangements." Takeaways ...
  3. Memorial Day Weekend 2020: Two New Rules on Paycheck Protection... Published: 2022-08-22 16:29:32
    ... All processing fees are subject to clawback for a period of one year after the loan was ... the Triple P rules and guidance, the lender's processing fees are subject to clawback. ...
  4. Federal Reserve Announces Revised TALF Terms.qxp Published: 2008-12-24 13:10:38
    ... that threaten the value of the financial institution; (ii) requiring repayment or "clawback" provisions for any bonus or incentive compensation paid to a senior executive ...
  5. Microsoft Word - 703878400_1.DOCX Published: 2012-11-14 19:38:00
    ... Dodd-Frank Section 954 Clawbacks Section 954 of the Dodd-Frank Act requires national security exchanges to require listed companies to adopt a policy requiring clawback of ...
  6. clearygottlieb.com Published: 2024-04-26 15:13:22
    ... Regarding Compensation Incentives and Clawbacks. 14 Under the terms of the Individual ... Employers should ensure that clawback provisions are explicit in employment contracts upon ...
  7. UK Corporate Governance Code 2024 Published: 2024-02-07 15:48:54
    ... remuneration should include malus and clawback provisions that would enable the company ... include a description of its malus and clawback provisions, including: * the ...
  8. Corporate & Securities Advisory Published: 2014-02-06 16:28:42
    ... of shares by employees and directors, and clawback of "erroneously awarded compensation." ... regarding hedging and pledging and clawbacks, ISS and institutional stockholders have ...
  9. LAWFLASH DOJ DEPUTY ATTORNEY GENERAL ANNOUNCES... Published: 2022-09-19 14:09:15
    ... In other words, DOJ will look at a company's history of actually clawing back compensation consistent with its policies. Monaco stressed that companies must employ clawback ...
  10. © 2024 Pillsbury Winthrop Shaw ... Published: 2025-01-03 11:02:06
    ... Funding recipients and contractors should take care to fully understand and adhere to all obligations to minimize termination and clawback risks. ● Remember-An Ounce of ...
  11. Financial Regulatory Reform: The Dodd-Frank Wall Street Reform... Published: 2010-07-16 12:25:57
    ... committees and their advisers, clawback of current and former executive ... Compensation Clawbacks The Dodd-Frank Act directs the SEC to adopt rules requiring ...
  12. Corporate Culture and ERM Published: 2013-07-02 13:34:25
    ... and customer satisfaction, in setting incentives and compensation. 15 Integrating clawback provisions and linking stock option awards, at least in part, to nonfinancial metrics ...
  13. The Public Company Primer 2011 Edition Published: 2011-07-25 02:00:43
    ... compensation recoupment (so-called "clawback") provisions, and disclosure of internal ... companies to develop and implement "clawback" or compensation recovery policies with ...
  14. Webcast Published: 2025-01-19 12:04:53
    ... SEC. One that shareholders are watching very closely are the clawback rules. Will companies move to add more clawback-resistant awards into their programs, particularly by the use ...
  15. Course Materials Published: 2024-11-13 14:29:24
    ... o In March 2023, the DOJ announced a pilot program on compensation incentives and clawbacks. o In October 2023, the DOJ announced the M&A voluntary self- disclosure safe harbor. ...
  16. Summary of the Emergency Economic Stabilization Act of 2008_10... Published: 2008-10-06 15:23:18
    ... to executives who take risks that threaten the value of the institution, (ii) clawback rights to incentive pay based on earnings or other criteria later proven to be ...
  17. Section 1 Published: 2010-01-07 20:01:17
    ... compensation programs encourage short-term or long-term risk taking (e.g., through clawbacks or holding periods);  whether the company adjusts its compensation programs to ...
  18. SEC Charges Bank Holding Company and CFO for Improper Accounting... Published: 2023-08-28 14:02:27
    ... Although not present in the Malvern Order, prepare for the SEC to enforce the clawback of executive officers' compensation under the Sarbanes-Oxley Act and the recently issued Rule ...
  19. http://www.duanemorris.com/print/alertpf2475.html Published: 2007-04-17 12:36:01
    ... to undercut such arguments, not the least of which is the proposed "clawback agreement" allowing for the return and exclusion from evidence of inadvertently produced evidence. ...
  20. Shareholder Activism Published: 2021-09-24 14:40:55
    ... Rules for Pay and Performance Alignment reporting and Clawbacks may be finalized by the SEC  Unwanted attention to adjustments to executive compensation plans will be on the ...
  21. ISS Governance QualityScore Methodology Guide Published: 2021-02-08 15:37:02
    ... Does the company have a clawback or malus provision? (Q155) › The presence of clawback provisions may help ensure that real pay is not given for fictitious performance. ...
  22. ISS Governance QualityScore Methodology Guide Published: 2022-01-05 10:20:27
    ... Does the company have a clawback or malus provision? (Q155) › The presence of clawback provisions may help ensure that real pay is not given for fictitious performance. ...
  23. ISS Governance QualityScore Methodology Guide Published: 2021-01-07 20:18:50
    ... Risk Mitigation Does the company have a clawback or malus provision? (Q155) ISS ESG .../or its subsidiaries › The presence of clawback provisions may help ensure that real pay ...
  24. New Board Compliance Guidance Prompts General Counsel Focus Published: 2015-04-24 14:58:54
    ... members be "certified" on compliance oversight, and in the use of compensation "clawbacks" or similar means to incentivize compliant behavior by corporate officers. 13. The ...
  25. New York Washington, D.C. Los Angeles Palo Alto... Published: 2021-10-05 11:43:06
    ... pay), board or executive anti-hedging, board or executive anti-pledging, compensation clawback, 10b5-1 plans, or other compensation matters (along with a brief description));  ...
  26. AUTHORS Mile T. Kurta Andrew J. Beck ... Published: 2023-10-24 16:58:42
    ... time-for example, the new SEC clawback rules under Dodd- Frank (enacted in 2008) were not issued until 2022-and accordingly, it is not guaranteed that the SEC would act swiftly. ...
  27. OVERVIEW Published: 2023-05-24 19:31:06
    ... to domestic issuers, including the recently adopted executive compensation clawback requirements and the proposed climate change and cybersecurity risk disclosure requirements. ...
  28. New York Washington, D.C. Los Angeles Palo Alto... Published: 2016-07-25 19:03:29
    ... Finally, the Principles state that companies should maintain clawback policies for both cash and equity compensation.  Flexibility and rationale behind compensation decisions. ...
  29. Madden Article on the Shifting Landscape of Corporate Governance... Published: 2011-03-16 13:06:02
    ... 18 Executive Compensation: Court declines to allow DOJ to intervene in SEC clawback case...... 18 Risk Management: Many CD&As too opaque; ...
  30. Microsoft Word - WeilBriefing_SEC_CG_2009 Proxy.doc Published: 2009-01-23 15:37:25
    ... has met its obligations and that the clawback and golden parachute provisions of EESA ... Recoupment Provisions ("Clawbacks"): Section 304 of the Sarbanes-Oxley Act 5 empowers the ...
  31. BlackRock and Vanguard Release 2025 Proxy Voting Guidelines Cooley Published: 2025-02-14 08:54:45
    ... Clawback proposals BlackRock maintained its position that policies should provide for recoupment or forfeiture from any senior executive whose behavior caused material financial ...
  32. Title Page Published: 2009-03-28 08:07:50
    ... Another issue to be aware of is a creditor client's potential exposure in terms of clawback liability for a claim by the bankruptcy estate. It may be possible to work with the ...
  33. 2019 PROXY SEASON HOT TOPICS Corporate Governance Alert Published: 2019-02-26 17:10:19
    ... If an agreement includes "negative discretion" by the employer to either clawback, reduce or eliminate an award in part or its entirety, this may result in an agreement failing to ...
  34. SHAREHOLDER PROPOSAL DEVELOPMENTS DURING THE 2023 PROXY SEASON Published: 2023-07-27 13:05:04
    ... including the incorporation of sustainability-related goals; (iii) compensation clawback policies; (iv) equity award vesting; (v) executive compensation disclosure; (vi) ...
  35. Privately Held Financial Institutions Offered TARP Capital Purchase... Published: 2008-11-21 12:44:24
    ... that threaten the value of the financial institution; (ii) requiring repayment or "clawback" provisions for any bonus or incentive compensation paid to a senior executive ...
  36. ATTORNEY ADVERTISING Published: 2017-10-10 17:11:50
    ... For example, although a few of the Financial CHOICE Act (H.R. 10) provisions repealing Dodd-Frank rules were addressed, there was no mention of say on pay, clawbacks, hedging, ...
  37. ATTORNEY ADVERTISING Published: 2023-01-10 12:21:54
    ... requiring or permitting the forfeiture or discount repurchase of equity interests or the clawback of severance or equity proceeds, could be considered "de facto" non-competes. ...
  38. New York Washington, D.C. Los Angeles Palo Alto... Published: 2009-02-11 10:57:09
    ... Until the government is repaid, these restrictions also require shareholder "say on pay" votes, require clawbacks for executives found to have engaged in deceptive practices, limit ...
  39. Private Equity Alert Published: 2010-04-05 11:22:19
    ... of employees in both the short- and the long-term, such as through provisions for clawbacks or minimum equity holding periods; n the company's policies regarding adjustments to ...
  40. Sample v Published: 2008-08-04 10:16:00
    ... Counts Three and Four seek both a declaration and "clawback" repayment or setoff for the ... indemnification would be subject to clawback if the defendant lost on retrial and ...
  41. Checklist: Board Risk Oversight - Sexual Harassment Policies Published: 2023-10-04 16:30:20
    ... This consideration also applies when considering the "cause" definition in incentive plans, moonshot awards, severance plans and clawback policies. * Contract language that ...
  42. AS THE COMPENSATION COMMITTEE CHAIR ROLE Published: 2022-07-25 15:02:38
    ... Program o Peer group o Plan design o Perquisites o Key policies (stock ownership, clawbacks, tax gross-ups, etc.) * Employment contracts and restrictive covenants * Director ...
  43. Layout 1 Published: 2007-06-18 14:55:25
    ... options or other long-term oriented compensation. 4 e) Provides for appropriate "clawbacks" in the event of a restatement of relevant metrics. f) Requires equity awards to be ...
  44. Pay, Risk and Stewardship Private Sector... Published: 2009-06-16 15:12:43
    ... Participants also recommended the expansion of "clawbacks with teeth," allowing companies ... Despite their useful function, however, participants noted that effective clawbacks should ...
  45. A_0300-09-EA:A_0300_09_EA.qxd Published: 2009-04-20 08:26:14
    ... compensation program. * Introduce forms of accountability (e.g., the inclusion of "clawback" provisions in compensation arrangements) for those situations in which executives, ...
  46. Preparing Your 2010 Proxy Statement and Periodic Reports: An... Published: 2010-01-13 12:53:36
    ... Among other things, there are new CDIs addressing the reporting of-  clawbacks (CDIs for Reg. S-K Question 117.03)  compensation of a person who has not been a named ...
  47. http://www.akingump.com/communicationcenter/newsalertdetail.asp Published: 2010-04-06 11:59:08
    ... and any mitigating features (such as clawbacks or bonus banks) that they have already ... of stock ownership guidelines, and the existence of anti-hedging and clawback policies. ...
  48. Newsletter WP381531_JMartella_SanFrancisco Published: 2009-11-28 14:46:49
    ... Companies may wish to consider adopting best practices including executive pay clawback policies and hold-through-retirement provisions for a period of time following an ...
  49. Microsoft Word - 2016 Proxy Season Quick Reference Guide_17Dec2015... Published: 2015-12-18 00:21:43
    ... comply with the say-on-pay rule.  Clawback rules are still in the proposal stage and are not expected to be finalized before 2016 but they may be in effect in the coming year. ...
  50. http://www.chadbourne.com/clientalerts/2008/eesa/ Published: 2008-10-07 18:14:35
    ... that encourage these officers to take unnecessary and excessive risks that might threaten the value of the financial institution; ¡ Clawback of Certain Incentive Compensation. ...
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