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ARTICLE · 14 AUGUST 2015

SEC Proposes "Clawback" Rules For Incentive-Based Executive Compensation

SEC Chair Mary Jo White stated that "the proposed rules would result in increased accountability and greater focus on the quality of financial reporting."

United StatesCorporate/Commercial Law

On July 1, the Securities and Exchange Commission ("SEC") proposed new rules that would direct securities exchanges to establish listing standards requiring listed issuers to adopt so-called "clawback" policies relating to incentive-based payments to executives.

Under proposed Rule 10D-1, listed issuers would be required to claw back from current and former executive officers any incentive-based compensation tied to accounting-related metrics, stock price or shareholder return they earned based on erroneous financial statements that later required restatement and correction. The look-back period would be three fiscal years.

New listing standards for national exchanges would compel delisting of issuers that do not:

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