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Our New "D&O Biographical/Director Qualifications & Skills Disclosure... Published: 2012-04-18 07:11:01"No Personal Misconduct" Clawbacks: SEC Sues to Recover Bonuses and Stock Profits Again As noted in this press release, in a Section 304 of Sarbanes-Oxley clawback action, the SEC ...
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Survey: What Type of Compensation Consultant Conflicts Disclosure... Published: 2012-11-29 07:27:23The SEC's Latest Clawback Court Victory Kevin LaCroix's blog recently covered the latest court decision over a SEC clawback under Section 304 of Sarbanes-Oxley: SEC v. Baker and ...
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Happy Anniversary! Dodd-Frank Turns 5 : TheCorporateCounsel.net... Published: 2015-07-21 09:21:37If you've read this blog for a while, you know that we don't need much of a reason to celebrate around here. So put down those pay-for-performance & clawback proposing releases - ...
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Obama is On the Move: Executive Compensation, Derivatives : TheCorpora... Published: 2009-05-14 06:23:12Takes the words right out of my mouth... SEIU Pushes for Clawbacks of Excessive Pay ... - are shown to be based on false economic metrics, they may be subject to clawbacks. ...
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2016 Published: 2025-01-19 12:04:212016) Board Diversity Disclosure: Rising on the SEC Agenda? (CC July-Aug 2016) Clawback Chronicles: The Ninth Circuit Weighs In (CC July-Aug 2016) Corp Fin Director Keith ...
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1st Edition of Morrison & Romanek's "The Corporate Governance... 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 ...
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Say-on-Pay and Plan Design (CE November-December 2009) Published: 2025-01-19 12:04:31Mike Kesner noted companies are tweaking their compensation to get rid of the "indefensible irritants," e.g., introducing clawbacks, addressing SERPs, reducing perks and tightening ...
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Corp Fin Director Keith Higgins: The "Proxy Disclosure Conference... Published: 2025-01-19 12:04:33Disclosure: Now What P4P: Post-Panel Commentary Creating Effective Clawbacks (& Disclosures) Clawbacks: Post-Panel Commentary Pay Ratio: Now What Pay Ratio: Post-Panel ...
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OFFICE OF THE NEW YORK CITY COMPTROLLER SCOTT M. STRINGER | 1 Published: 2020-01-23 19:09:5913 Executive Compensation Misconduct Clawback Policies ......(b) provide for public disclosure of any clawback actions taken under such policy; 5. two ...
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Proxy Season Review 2021 Published: 2021-10-04 16:14:06......... 31 Clawbacks ......could serve to enhance and increase the efficacy of these companies' clawback policies. ...
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Senate Financial Services Reform Would Impose Additional Corporate... Published: 2010-06-02 12:58:34... Compensation Clawbacks Under new Section 10D of the Exchange Act, all listed companies would be required to adopt a clawback policy providing for a three-year lookback from the ...
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Copyright © 2024 Wilson Sonsini ... Published: 2024-02-12 17:13:41I. Disclosure and Governance Considerations A. New Clawback Disclosure B. Second Year of ... © 2024 Wilson Sonsini Goodrich & Rosati. All Rights Reserved. New Clawback Disclosure. ...
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TH ANNUAL SURVEY OF THE 100 LARGEST U.S. PUBLIC COMPANIES CORPORATE Published: 2018-09-18 15:27:06Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance ... Proxy Disclosures 85 Say-on-Pay 87 Clawback Policies 91 Change in Control Severance ...
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Key Compensation Items Published: 2023-01-29 17:43:29Pay Versus Performance Disclosure ...... 2 Clawbacks ... on pay versus performance disclosures, clawback policies and 10b5-1 insider trading ...
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(CC May-June 2014) 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 ...
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Our Popular Executive Pay Conferences (CE July-Aug 2012) Published: 2025-01-19 12:04:32Solicitation The Latest SEC Actions & CD&A Developments: Compensation Advisors, Clawbacks, Pay Disparity & More Refining Your Pay-for-Performance Message & Addressing the ...
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Proposed Regs Under Section 83 (CE Sept-Oct 2012) Published: 2025-01-19 12:04:33... IRS Not Taking Aim at Clawbacks. We thought that, with the attention clawback provisions have been getting lately (e.g., the media outcry to clawback Jamie Dimon's compensation in ...
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Early Bird: "Proxy Disclosure Conference" (CE Jan-Feb 2019) Published: 2025-01-19 12:04:34Employee Fallout The Top Compensation Consultants Speak Navigating ISS & Glass Lewis Clawbacks: #MeToo & More Director Pay Disclosures Proxy Disclosures: 20 Things You've ...
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"The SEC All-Stars": A Frank Conversation (CE March-April 2019... Published: 2025-01-19 12:04:34Employee Fallout The Top Compensation Consultants Speak Navigating ISS & Glass Lewis Clawbacks: #MeToo & More Director Pay Disclosures Proxy Disclosures: 20 Things You've ...
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"The SEC All-Stars": A Frank Conversation (CE May-June 2019) Published: 2025-01-19 12:04:34Employee Fallout The Top Compensation Consultants Speak Navigating ISS & Glass Lewis Clawbacks: #MeToo & More Director Pay Disclosures Proxy Disclosures: 20 Things You've ...
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Are You Ready for an 'Avalanche' of SEC Rulemaking? (CE May-Jun... Published: 2025-01-19 12:04:35Climate Change Disclosure Rules Stock Buyback Disclosure Rules Pay Versus Performance Disclosure Rules Exchange Listing Standards for Clawback Policies If the SEC keeps to this ...
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"The Latest: Your Upcoming Proxy Disclosures" Published: 2022-01-18 15:21:09Metrics - Pay-Related ESG Proposals - Clawbacks - Director Compensation Disclosure - CEO ... program? 7. Compensation Recovery ("Clawbacks") a) Discuss timing of reopening of ...
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SEC FINANCIAL REPORTING AUDITING ENFORCEMENT FIRST HALF OF REVIEW... Published: 2015-09-11 22:39:00......... (A) Clawbacks......Additionally, in appropriate cases, the SEC will pursue clawbacks under Sarbanes-Oxley Act ...
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House Passes "Say-on-Pay" Bill (Again): The Recap : TheCorporateCounse... Published: 2009-08-03 06:24:32change being the clawback reversal noted below) - and here is that Committee's report. ... dropping it was not a good idea. - Clawbacks Still Possible Even If Shareholders ...
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The Latest Issue of The Corporate Executive : TheCorporateCounsel... Published: 2021-11-02 04:08:22This month's articles include: - Key Takeaways from Our Proxy Disclosure & 18th Annual Executive Compensation Conferences - Compensation Clawbacks in the Courts - Two Interesting ...
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Whither the Devon Energy Corp. 701 No-Action Letter? (CC July... Published: 2025-01-19 12:04:15... 18 to eliminate supermajority voting, seven to eliminate golden parachutes, seven to require equity retention by executives and three to clawback incentive compensation). ...
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Revisiting the "Super 10-K" (CC July-Aug 2015) Published: 2025-01-19 12:04:18... due to material noncompliance with financial reporting requirements under the securities laws within the meaning of Section 304 of the Sarbanes-Oxley Act (the clawback provision). ...
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Issuer in Receivership - Corporate Governance Disclosures in... Published: 2024-12-31 04:04:52Would truly appreciate any insight as to how to address corporate governance-related disclosures, such as Item 1C, insider trading policy and clawback policy (all of which the ...
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Insider Trading Applicable?: Q & A/ Discussion Forum Published: 2011-02-16 02:21:50... and the date the blackout period ends -- essentially a voluntary clawback commitment. ... If they did this, however, they may want it to be a deferred clawback to protect the ...
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CGA_030411_2.indd Published: 2013-08-10 00:03:38EXECUTIVE COMPENSATION Thinking Ahead: Mandated Clawbacks Under Dodd-Frank Are Coming 7 By ... disclosure requirements, compensation clawbacks, board structure and other reforms ...
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Proxy Disclosure Conference" & Published: 2013-09-19 18:16:00... 3. IRC Section 162(m) Litigation 4. SEC Clawback Litigation 5. Corporate Waste/Director ... 2:00 - 2:20 pm "Creating Effective Clawbacks (and Disclosures)" Speakers: * Mike ...
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PCAOB's New Concept Release on Audit Quality Indicators : TheCorporate... Published: 2015-07-02 08:42:05Here's the press release - and fact sheet. Today, the SEC will be proposing its clawback rules finally. For those in law firms, get ready to rumble with your memo writing skills... ...
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Why Reopen the Comment Period for Recently Proposed Rules? :... Published: 2023-05-01 05:36:17also reopened the comment period for the clawback rules (for a second time) back in June ... We recently saw this sort of reopening situation in the clawback proposal, where the SEC ...
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Our SEC Rulemaking Status Chart (CC Nov-Dec 2012) Published: 2025-01-19 12:04:16... Disclosure of Ratio of CEO Pay to Median Employee Pay D-F § 953 None Not Yet Proposed N/A Listing Standard Regarding "Clawback" of Incentive Compensation D-F § 954 None Not Yet ...
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Recovery of Erroneously Awarded Compensation Check Boxes: Q ... Published: 2023-02-03 07:48:20Unfortunately, a lot of the SEC's recent rulemaking isn't a model of clarity. I agree with you - in light of the language in the clawback release, I don't think the check box was ...
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Form 10-K Checkbox - Correction to Previously Issued Financial... Published: 2023-11-16 06:13:55to a CAQ inquiry about this issue: https://www.thecorporatecounsel.net/blog/2023/09/more-on-the-new-clawbacks-related-form-10-k-checkboxes.html Reply John Jenkins, Editor ...
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CEO Pay Ratio: Q & A/ Discussion Forum Published: 2015-05-29 08:51:53RE: CEO Pay Ratio The hedging disclosure proposal in February 2015. That just leaves the clawback listing rules as yet to be addressed either through a proposal or adoption of ...
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How to Implement Say-on-Pay Successfully (CE November-December... Published: 2025-01-19 12:04:31The discussion then proceeded to detail the tools available to rein in pay that has gotten out of hand: hold-through-retirement, clawbacks, internal pay equity and full walkaway ...
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Upcoming Tax Rate Changes (Or, the More Things Change, the More... Published: 2025-01-19 12:04:32Solicitation 4. The Latest SEC Actions & CD&A Developments: Compensation Advisors, Clawbacks, Pay Disparity & More 5. Refining Your Pay-for-Performance Message & Addressing the ...
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Two Interesting Cases on Termination for "Cause" (CE Sept-Oct... Published: 2025-01-19 12:04:35agreement provides for the forfeiture of the executive's equity awards, no severance, and sometimes, a clawback of compensation already paid. Thus, the stakes are extremely high. ...
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Pay Versus Performance: Now is the Time to Prepare! (CE Jul-Aug... Published: 2025-01-19 12:04:35has been busy with rulemakings on clawbacks, universal proxy, climate change ... "Climate Disclosure: What to Do Now" "Clawbacks: Preparing for the Final SEC Rules" ...
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Microsoft Word - Preparing_for_the_2016_US_Proxy_and_Annual_Reporting... Published: 2015-09-23 23:11:10Specifically, the SEC adopted a final pay ratio disclosure rule and proposed a clawback ... Clawback Proposal. The SEC proposed new Rule 10D-1, directing national securities ...
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Corporate Governance Report PHOTO BY DENYS NEVOZHAI ON UNSPLASH Published: 2024-12-05 12:17:33......... 53 Clawbacks ......* Now that the SEC has passed its clawback rules, we also examine for the first ...
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Proxy Advisors: An Updated Set of "Best Practices" : TheCorporateCouns... Published: 2019-07-30 07:23:02Does Your Clawback Match? During our upcoming "Proxy Disclosure Conference," we have a panel devoted to the #MeToo era and how it might impact how your clawbacks (should) ...
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Timely Takes Podcast: JT Ho's Latest "Fast Five" : TheCorporateCounsel... Published: 2024-11-21 06:39:50"Right to cure" shareholder proposals ISS ESG updates governance factors and opens data verification window Staff guidance on clawback checkboxes Institutional Investor Survey Data ...
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The SEC Goes Hyperlink Happy (CC July-Aug 2016) Published: 2025-01-19 12:04:18... Clawback Chronicles: The Ninth Circuit Weighs In We have seen no further movement on the implementation of the Dodd-Frank Act clawback provision, which is perhaps not so surprising ...
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Executive Stock Options of a Competitor: Q & A/ Discussion Forum Published: 2009-09-22 06:52:54On top of that, some companies (25% of the respondents in our survey, which is quite a bit fewer than I expected) have a non-compete forfeiture/clawback provision in their stock ...
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Important, Timely Suggestions from a Respected CEO (CE March... Published: 2025-01-19 12:04:31avoid excessive risk-taking and to allow for a clawback effect. (This is an area where the government's effort to implement clawbacks has been ineffective, because ...
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Say-on-Pay Round-Up: Year 2 (CE July-Aug 2012) Published: 2025-01-19 12:04:32At the same time, Glass Lewis recently announced that they are switching to Equilar's market-based methodology to select peer groups. Clawbacks. We also expect clawback provisions ...
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Early Bird! Our Pair of Popular Executive Pay Conferences (CE... Published: 2025-01-19 12:04:33- In-House Perspective: Strategies for Effective Solicitations - Creating Effective Clawbacks (and Disclosures) - Pledging & Hedging Disclosures - The Executive Summary - The Art ...