SEC Adopts Final Clawback Rules

After a long wait, the Securities and Exchange Commission has adopted final rules on clawbacks of executive compensation required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.¹ The final rules direct the national securities exchanges to adopt listing standards that require most exchange-listed issuers to adopt and comply with written clawback policies, and to provide disclosure regarding those clawback policies and amounts recovered. This Debevoise In Depth describes the final clawback policy requirements and the new disclosures related to these policies.²

Covered Issuers

The final clawback rules generally apply to all listed issuers, including foreign private issuers ("FPIs"), smaller reporting companies, emerging growth companies, controlled companies and debt-only filers