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The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, 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.  The SEC required the exchanges…

In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that fails to adopt and implement a clawback policy.

The Staff of the Division of Corporation Finance has issued Compliance and…

Today, the Securities and Exchange Commission proposed a rule to implement Section 27B of the Securities Act.  This section was added as a result of the addition of Section 621 of the Dodd-Frank Act, which was a late addition to the Act.  Section 621 of the Dodd-Frank Act was added to address the sale of…

The Securities and Exchange Commission recently announced it will hold an open meeting on January 25, 2022, which will be webcast, in order to consider whether to propose a new rule to implement Section 27B of the Securities Act. This was added by Section 621 of the Dodd-Frank Act, and relates to the prohibition of…

On January 4, 2023, the Office of Information and Regulatory Affairs released the Fall 2022 Unified Agenda of Regulatory and Deregulatory Actions, which includes, among other things, the SEC’s semi-annual regulatory agenda. The agenda outlines the SEC’s rulemaking priorities for 2023 and, as noted below, includes a potential proposal on disclosures for resource-extraction issuers and…

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…

The Securities and Exchange Commission (“SEC”) scheduled an open meeting for October 26, 2022 at 10:00 am ET to consider several matters.

The SEC will consider whether to adopt rules to implement Section 10D of the Securities Exchange Act of 1934, which includes “clawback” standards on national securities exchanges, as proposed by the SEC in…

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…

On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities. The new CD&I clarifies that forward contracts on restricted securities would not be considered “intended to be physically settled” under certain circumstances as discussed…

On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At the same time, the SEC made available a memorandum prepared by the staff of the SEC’s…