On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations. For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any
DFA Era Incentive-Based Compensation Rule
In recent remarks, Securities and Exchange Commission Commissioner Lizarraga called on the SEC to move forward to implement the rulemaking mandate in Section 956 of the Dodd-Frank Act. The Commissioner was speaking at an Americans for Financial Reform event. Section 956 required six regulators (the banking agencies, the Federal Housing Finance Agency and the SEC)
Enforcement of Dodd-Frank Clawback Policies Under Foreign Law
Webinar: October 26, 2023
11:00 a.m. – 12:30 p.m. ET
Register here.
In October 2022, the SEC adopted 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
MB Microtalk: New Requirements for Clawback Policies
In this MB Microtalk video, Mayer Brown’s Ryan Liebl provides an overview of the new requirements for clawback policies for public companies, which require such companies to recoup excess incentive-based compensation awarded or paid to current and former executive officers in the event of a restatement of a company’s financial statements.
Visit our MB
Disclosing Perks and Payments
The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i) failing to disclose perks provided to Furman and certain other Greenbrier executives, and (ii) failing to disclose compensation Furman received from Greenbrier’s use and
NYSE and Nasdaq Propose Clawback Listing Standards
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
Staff Posts Compliance and Disclosure Interpretations on Pay Versus Performance
Various members of the staff of the Securities and Exchange Commission’s Division of Corporation Finance had indicated in public statements at recent industry conferences that guidance would be forthcoming on aspects of pay versus performance. The new Compliance and Disclosure Interpretations, which were posted on February 10, 2023, and which are reprinted below in
Clawback Rule Guidance
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
2023 Listed Guidance for NYSE and NYSE American Issuers
On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and applicable to all NYSE-listed and NYSE American-listed companies. Policies mentioned included those related to: (i) the timely alert and material news policies, including
Compensation Clawback Listing Standards Requirement: US Securities and Exchange Commission Adopts Final Rules
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