Andrew Brady, Rolf Zaiss and Nyron Persaud
To examine the proposed rules issued by the Securities and Exchange Commission (SEC) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of…
Abstract
Purpose
To examine the proposed rules issued by the Securities and Exchange Commission (SEC) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which, if adopted, would require national stock exchanges to establish listing standards that would require listed issuers to adopt so-called clawback policies for the recovery of excess incentive-based compensation in the event that an issuer is required to prepare an accounting restatement resulting from material noncompliance with any financial reporting requirement.
Design/methodology/approach
The article discusses the SEC’s proposed rules, including the circumstances that would require recovery of excess incentive-based compensation, the types of compensation that, and the individuals whose compensation, would be subject to recovery, and certain new disclosure requirements for listed issuers.
Findings
The SEC’s proposed rules will, if adopted, impose additional burdens on listed issuers to adopt and comply with recovery policies for excess incentive-based compensation and adhere to new public disclosure requirements.
Originality/value
Expert analysis from experienced securities and executive compensation lawyers.