SEC Seeks Additional Feedback On Proposed Compensation Clawback Rules

On October 14, 2021, the U.S. Securities and Exchange Commission (SEC) reopened the period to solicit input from the public on the compensation clawback rules it proposed in 2015 to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The proposed rules would direct the national securities exchanges to establish listing standards that would require a company to adopt, disclose and comply with a compensation clawback policy as a condition to listing securities on a national securities exchange. The proposed clawback rules were summarized in the Sidley Update available here.

In the reopening release, the SEC requests comments and supporting data on the proposed clawback rules in light of regulatory and market developments since the rules were proposed in 2015. The SEC also identifies 10 new topics on which it is specifically requesting public comment, including the following: