ARTICLE · 21 SEPTEMBER 2023

FAQs On New Executive Incentive Compensation Clawback Rules

Goodwin Procter LLP

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On October 26, 2022, the U.S. Securities and Exchange Commission (the "SEC") adopted regulations implementing Section 10D of the Securities Exchange Act of 1934...

United StatesConsumer Protection

James H. Hammons Jr.

On October 26, 2022, the U.S. Securities and Exchange Commission (the "SEC") adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act"), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd Frank"). The SEC originally proposed these rules in 2015, and reopened the comment period in October 2021 and again in June 2022.

New Exchange Act Rule 10D-1 required U.S. national stock exchanges, including the New York Stock Exchange (the "NYSE") and the Nasdaq Stock Market ("Nasdaq"), to propose and adopt new listing standards mandating listed companies to adopt and comply with policies that provide for the recovery of incentive-based compensation received by current or former executive officers based on any misstated financial reporting measure if the company is required to prepare an accounting restatement.

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