SEC Adopts Final Clawback Rules

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The SEC adopted long-awaited final rules that require the recovery of erroneously awarded incentive-based compensation of executive officers, as required by the Dodd-Frank Act. Under Rule 10D-1, each exchange must adopt listing standards that will apply to all listed issuers, with limited exceptions. Each issuer must adopt a clawback policy that complies with the requirements of the listing standards and is required to clawback the excess incentive-based compensation when an accounting restatement is required. The final rules, available here, will be effective 60 days after being published in the Federal Register; however, the stock exchanges have up to 90 days following that date to submit their proposed listing standards to the SEC for approval. Approved standards must be effective no later than 1 year from their publication date.  Once the approved stock exchange listing standards have been approved, an issuer has 60 days to adopt a compliant clawback policy.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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