On October 26, 2022, the US Securities and Exchange Commission (SEC) adopted new Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain incentive-based executive compensation. Recovery under a
Katelyn Merick
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SEC Adopts Pay Versus Performance Disclosure Rule
On August 25, 2022, the US Securities and Exchange Commission (SEC) finally adopted a “pay versus performance” rule in accordance with a Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandate that requires SEC-reporting companies to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of…
SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules
On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Proposed Rules”). Specifically, the Proposed Rules would amend the following bases for exclusion: substantial implementation (Rule…
Supreme Court Decision in West Virginia v. EPA Casts Doubt on SEC’s Climate Proposal and Other Regulatory Initiatives
On June 30, 2022, the U.S. Supreme Court decided West Virginia et al. v. Environmental Protection Agency, holding that the EPA lacks authority under Section 7411(d) of the Clean Air Act to limit greenhouse gas emissions from power plants through “generation shifting,” i.e., increasing the use of cleaner energy sources like wind and…