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Results from: TheCorporateCounsel.net

2023 Proxy Statements: Key Considerations from White & Case ... Published: 2023-02-21 06:00:00

for your CD&A - Say-on-frequency - Responsiveness to weak say-on-pay votes - Clawbacks (consider noting that policy updates will be forthcoming for the new rules) - Board ...
NYSE Rules v. Listing Standards : Proxy Season Blog Published: 2024-11-18 06:00:00

Governance requirements, such as those relating to director independence, board committees, clawback policies, and shareholder approval requirements, are part of the listing ...
Reporting Misstatements as Revisions: An Evaluation of Managers... Published: 2019-12-09 14:50:07

restatements, namely compensation clawback provisions. Moreover, the impact of clawback provisions is even stronger when the misstatement allows for more materiality discretion. ...
View PDF Published: 2024-04-09 16:27:33

Davis Polk Strict liability for bank leadership: Unnecessary and unwise The clawback ... compensation clawback provision in the proposed RECOUP Act, which we analyzed here. ...
New York Washington, D.C. Los Angeles Palo Alto... Published: 2023-04-05 15:20:25

Implementing SEC Clawback Rule  Both Proposed Listing Standards Are Closely Aligned With the Requirements of the SEC's Final Mandatory Clawback Rule Adopted in October ...
Skadden's Updated "Compensation Committee Handbook" : TheCorporateCoun... Published: 2024-04-15 07:00:18

last spring, including updates for the clawback rules and developments in pay-versus-performance disclosures. In the discussion of clawbacks, it briefly touches on the interplay ...
September-October Issue of The Corporate Executive : TheCorporateCouns... Published: 2024-11-15 06:58:05

In this issue, Dave takes a deep dive into clawbacks with an article titled "Clawback 2.0: What's Next for Compensation Recovery Policies?" Here's an excerpt from Dave's discussion ...
Corp Fin Director Keith Higgins: The "Proxy Disclosure Conference... Published: 2025-01-19 12:04:18

Disclosure: Now What P4P: Post-Panel Commentary Creating Effective Clawbacks (& Disclosures) Clawbacks: Post-Panel Commentary Pay Ratio: Now What Pay Ratio: Post-Panel ...
Our "Pay Ratio & Proxy Disclosure Conference" (CC Mar-Apr 2019... Published: 2025-01-19 12:04:19

Employee Fallout The Top Compensation Consultants Speak Navigating ISS & Glass Lewis Clawbacks: #MeToo & More Director Pay Disclosures Proxy Disclosures: 20 Things You've ...
Are You Ready for an 'Avalanche' of SEC Rulemaking? (CC Jul-Aug... Published: 2025-01-19 12:04:20

Climate Change Disclosure Rules Stock Buyback Disclosure Rules Pay Versus Performance Disclosure Rules Exchange Listing Standards for Clawback Policies If the SEC keeps to this ...
The Corporate Executive, Vol. XXX: 2016 Published: 2025-01-19 12:04:36

ISS Issues Proxy Policy Updates for 2017 (CE Nov-Dec 2016) Update on Compensation Clawback ... Recent Ruling Could Impact Taxation of Clawbacks (CE July-Aug 2016) Our Complete Non-GAAP ...
Webcast Published: 2025-01-19 12:52:59

performance disclosure and clawbacks - to improve voting outcomes and protect your board. ... This program will cover: Clawbacks Pay vs. Performance Disclosures CD&A Enhancements & ...
Corporate Governance Published: 2016-10-18 16:16:05

Access 28 IPO Governance 32 Proposed Clawback Rules 36 Data Breach Trends THE SURVEY ... Bylaw Developments 50 Financial-Related Clawbacks 57 Detrimental Conduct Clawback Policies ...
Mark Borges Speaks-Overview Instead of Executive Summary : Mike... Published: 2014-10-08 13:04:00

in the proxy statement (e.g., some include governance practices such as share retention, compensation recovery/clawback, and anti-hedging); some stuff appears only in te summary. ...
SEC All-Star Panel at TCC.net's Annual Proxy Conference (Raise... Published: 2020-10-13 09:46:00

Speaking of Keith, he was the CF Director who toiled most directly under Dodd-Frank's numerous rule mandates. Now, ten years hence, two such mandates (clawbacks and ...
Dodd-Frank-Whatever Happened to Principles-Based? (CC Sept-Oct... Published: 2025-01-19 12:04:15

of which Congress found necessary to clean up in Dodd-Frank, e.g., compensation clawbacks and smaller issuer relief from auditor attestation on internal control), many in ...
Our Popular Executive Pay Conferences (CC July-Aug 2012) Published: 2025-01-19 12:04:16

Solicitation 4. The Latest SEC Actions & CD&A Developments: Compensation Advisors, Clawbacks, Pay Disparity & More 5. Refining Your Pay-for-Performance Message & Addressing the ...
(CC May-June 2015) Published: 2025-01-19 12:04:18

Keynote Address: Keith Higgins Speaks: The Latest from the SEC The SEC's Pay-for-Performance Proposal: What to Do Now Pay Ratio: What Now Creating Effective Clawbacks (and ...
"The SEC All-Stars": A Frank Conversation (CC July-Aug 2019) Published: 2025-01-19 12:04:19

Employee Fallout The Top Compensation Consultants Speak Navigating ISS & Glass Lewis Clawbacks: #MeToo & More Director Pay Disclosures Proxy Disclosures: 20 Things You've ...
McKesson Shareholders to Vote on Access Bylaw in 2015 : Proxy... Published: 2014-06-20 09:13:00

CEO posts, and one in 2013 calling on the company to tighten clawback disclosure policies. ... the threshold required to trigger its clawback policy, expanding its scope, and adding ...
J.P. Morgan Further Updates Proxy Voting Policies : Proxy Season... Published: 2020-05-14 06:03:00

to determine executive payouts, are not aligned with long-term shareholder value. - Clawback Proposals: JPM changed its position from case-by-case evaluation to generally support ...
New Form 10-K Checkboxes: Some Urgent Staff Guidance : TheCorporateCou... Published: 2023-01-30 06:48:44

One of the disclosure requirements from the SEC's recently adopted clawback rules is a set ... of the error corrections require a recovery analysis under the company's clawback policy. ...
The DOL's New Guidance on Proxy Voting & Shareholder Engagement... Published: 2017-01-03 12:12:39

A Visionary Clawback Policy! (Bonus Edition) I'm calling this a "bonus" edition blog ... deal of analysis about this visionary clawback policy from SunTrust Banks (I've all ...
Audit Letter Thoughts : Mike Gettelman's Blog Published: 2014-12-01 08:40:00

... lawyer conduct, Reg S-K, disclosure controls and procedures, CEO/CFO certifications, clawbacks, auditor assessment of internal controls, audit committee expertise and obligations, ...
The SEC's "Activist Agenda" : Mike Gettelman's Blog Published: 2023-05-25 10:18:00

... Pay-for-Performance and Clawback. These long-delayed disclosure requirements, the panelists acknowledge are Congress-mandated, but the SEC's clawback version, in particular ...
Early Bird! Our Pair of Popular Executive Pay Conferences (CC... Published: 2025-01-19 12:04:17

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
Early Bird! Our Pair of Popular Executive Pay Conferences (CC... Published: 2025-01-19 12:04:17

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
ATTORNEY ADVERTISING Published: 2023-04-05 15:21:03

Nasdaq Propose Listing Standards for the Clawback of Erroneously Awarded Executive ... to adopt and comply with a policy (a "Clawback Policy") for the recovery of ...
Copyright © 2023 Wilson Sonsini ... Published: 2023-03-23 14:13:18

DOJ's Criminal Division Champions Corporate Compliance Changes: Compensation Clawbacks and ... Program on Compensation Incentives and Clawbacks, which pushes companies to make their ...
The Latest Issue of The Corporate Executive : TheCorporateCounsel... Published: 2023-08-16 00:04:46

Email sales@ccrcorp.com to subscribe to this essential resource! This issue includes: - NYSE and Nasdaq Finalize Clawback Listing Requirements - Our Model Clawback Policy - The DOJ ...
Now Available: InvestorRelationships.com (CC Mar-Apr 2008) Published: 2025-01-19 12:04:13

Campaigns: The Future of Director Elections The Regulation FD Corner Ten Steps to a Clawback Provision with "Teeth" Notables: All the Latest Please tell anyone you know in the ...
Our Pair of Popular Executive Pay Conferences (CC Mar-Apr 2013... Published: 2025-01-19 12:04:17

for Effective Solicitations" - "The SEC Staff Review Process" - "Creating Effective Clawbacks (and Disclosures)" - "Pledging & Hedging Disclosures" - "The Executive Summary" - ...
Compensation-Related Shareholder Engagement: Time-Sensitive Complicati... Published: 2025-03-13 05:00:00

Recent topics we've addressed on The Advisors' Blog on CompensationStandards.com include: - Commonly cited reasons for no recoupment under Dodd-Frank clawback policies - A form ...
Just Added! Corp Fin Director Keith Higgins to "Proxy Disclosure... Published: 2025-01-19 12:04:17

- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...
Other Important Areas Where Comment is Solicited - And Our Comments... Published: 2025-01-19 12:04:31

requiring more disclosure concerning clawbacks, hold-until-retirement policies, ... the compensation committee report one filed document. Clawbacks and Hold-to-Retirement. ...
CORPORATE Published: 2017-10-24 14:42:43

42 Women in Leadership 43 By-law Developments 44 Financial-Related Clawbacks 51 Detrimental Conduct Clawback Policies 52 Say-on-Pay 54 Compensation-Related Proxy Disclosures 60 ...
Summary Published: 2023-03-07 16:12:31

corporate compensation incentives and clawbacks, as well as new policies on preservation ... The DOJ will reduce fines for companies that pursue clawbacks of compensation from ...
Disclosure Effectiveness/Reform-Do It Yourself : Mike Gettelman... Published: 2015-02-03 11:03:00

... Nevertheless, we heard from a consultant-panelist in San Diego that, if adopted, investors will utilize pay-ratio information (maybe from peer pressure). Clawback disclosure is ...
Drafting Your Upcoming Proxy Disclosures-Your Role (CC September... Published: 2025-01-19 12:04:14

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 ...
Survey: Corporate Governance Practices : Proxy Season Blog Published: 2010-11-08 07:48:00

- Large companies in particular utilize clawback provisions, while say-on-pay appears to ... services industries have adopted clawback provisions, as have 36.6 percent of ...
Early Bird Now for Our Conferences: Say-on-Pay Intensive (CC... Published: 2025-01-19 12:04:15

the New Golden Parachute Requirement -The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance -Dealing with the Complexities of Perks ...
Our "Say-on-Pay Intensive" Conference Lineup (CC July-Aug 2011... Published: 2025-01-19 12:04:15

New Golden Parachute Requirement - The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance - Dealing with the Complexities of Perks - ...
PPP Loan Appeals, SBA Clawbacks and More: What You Need to Know Published: 2023-02-22 14:34:15

PPP Loan Appeals, SBA Clawbacks and More: What You Need to Know February 21, 2023 Sam Crockett Neel | Llewelyn M. Engel SUMMARY Last year, we published an article titled "What to ...
Webcast Published: 2025-01-26 16:30:10

performance disclosure and clawbacks - to improve voting outcomes and protect your board. ... Topics Include: Clawbacks Pay vs. Performance Disclosures CD&A Enhancements & Trends ...
Webcast Published: 2023-01-19 15:40:51

Performance Disclosures * Clawbacks * CEO Pay Ratio Considerations * Shareholder Proposals ... Performance Disclosures 6. Clawbacks 7. CEO Pay Ratio Considerations 8. ESG Metrics & ...
SEC Chair Mary Schapiro Just Added: Our "Say-on-Pay Intensive... Published: 2025-01-19 12:04:15

the New Golden Parachute Requirement -The Latest SEC Actions: Compensation Advisors, Clawbacks, Pay Disparity & Pay-for-Performance -Dealing with the Complexities of Perks ...
Pay Versus Performance: Now is the Time to Prepare! (CC Sep-Oct... Published: 2025-01-19 12:04:20

Pay versus performance isn't the only significant rulemaking coming from the SEC. The Commission has been busy with rulemakings on clawbacks, universal proxy, climate change ...
Tax Deposits for RS/RSUs (CE May-June 2011) Published: 2025-01-19 12:04:32

ownership requirements, hold-through-retirement provisions, and even clawback provisions. ... provisions, and clawback provisions are most likely to apply to executives. ...
Cheat Sheet Published: 2025-04-17 09:13:40

Clawback Policies SEC Approval of Nasdaq Proposal: Clawbacks (6/23) SEC Approval of NYSE Proposal: Clawbacks (6/23) SEC Final Rule: Clawbacks (10/22) NYSE Proposed Rule and ...
2nd Circuit Rules that Companies May Not Indemnify Published: 2010-11-18 17:28:29

Executives for SOX 304 "Clawback" Liability In the latest of a series of victories for the SEC under Section 304 - the compensation clawback provision - of the ...