SEC Showing Its Claws With Increased Focus On Recouping Executive Comp

The government's focus on clawbacks is at a fever pitch. At the Practicing Law Institute's SEC Speaks conference earlier this month, senior officials within the SEC's Division of Enforcement emphasized the agency's increasing use of the executive compensation clawback provision under the Sarbanes-Oxley Act of 2002 (SOX). This comes on the heels of the SEC – once again – reopening comment on a proposed rule for securities exchanges to require listed companies to adopt clawback policies and Deputy Attorney General Lisa Monaco's recent comments around compensation clawbacks. In response, we want to provide an overview of the compensation clawback provision within SOX (Section 304), a brief history of the SEC's use of the provision and key applicability considerations.