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ARTICLE · 03 NOVEMBER 2022

The SEC's Immensely Impracticable Impracticability Exception

Allen Matkins Leck Gamble Mallory & Natsis LLP
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This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to...

United StatesCorporate/Commercial Law

This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers.   These rules brook an extremely narrow exception for impracticality, as explained in the adopting release:

However, if the direct expense paid to a third party to assist in enforcing the recovery policy from an executive or former executive officer would exceed the erroneously paid incentive-based compensation, the final rules allow the issuer, under certain circumstances, to determine that recovery would be impracticable, and therefore not pursue the recovery.

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