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ARTICLE · 31 MAY 2023

Framework Of Dodd-Frank Act "Clawback" Policy (Finally) Coming Into Focus

Dickinson Wright PLLC
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As directed by the Securities and Exchange Commission ("SEC"), the NYSE and Nasdaq have issued proposed listing standards related to the recovery of erroneously awarded executive...

United StatesConsumer Protection
Cynthia Moore
Cynthia Moore
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As directed by the Securities and Exchange Commission ("SEC"), the NYSE and Nasdaq have issued proposed listing standards related to the recovery of erroneously awarded executive compensation, commonly referred to as the "clawback" rules. The proposed listing standards closely follow the SEC's Rule 10D-1 issued under the Securities Exchange Act of 1934 (the "Exchange Act") in October 2022.

Background

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which required issuers to develop a recovery policy providing:

  • for disclosure of the issuer's policy on incentive-based compensation that is based on financial information that is required to be reported under the securities laws; and

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