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ARTICLE · 22 MAY 2025

SEC Issues New C&DIs Re: Compensation Clawback Disclosures And De-SPACs

Foley Hoag LLP
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On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures...

United StatesCorporate/Commercial Law
Ryan M. Rourke Reed
Ryan M. Rourke Reed
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On April 11, 2025, the Division of Corporation Finance issued new compliance and disclosure interpretations (C&DIs), six of which relate to executive compensation clawback disclosures and one of which relates to the suspension of Exchange Act reporting obligations for co-registrants following the completion of a de-SPAC transaction. The C&DIs are included below.

New Exchange Act Forms Compensation Clawback Disclosure C&DIs

Question 104.20

Question: When a listed issuer reports a change to its previously issued financial statements in an annual report, how should the issuer determine whether "the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements" for purposes of determining whether the check box indicating such correction of an error should be marked on the cover of its annual report?

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