The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain erroneously paid incentive-based executive compensation. The NYSE and Nasdaq proposed clawback listing standards closely tracking Rule 10D-1 in February 2023, which they amended in June 2023 to provide for the October 2, 2023 effective date. Listed companies have 60 days after the effective date of the clawback listing standards, until Friday, December 1, 2023, to adopt and implement a compliant clawback policy. For more information on Rule 10D-1 and the related listing standards, see our Legal Update, “Compensation Clawback Listing Standards Requirement: US Securities and Exchange Commission adopts Final Rules,” dated November 3, 2022 and our Legal Update, “SEC Approves Dodd-Frank Clawback Listing Standards with October 2, 2023 Effective Date,” dated June 13, 2023.
Rule 10D-1 generally requires a clawback of erroneously awarded compensation in the event of a restatement, which generally includes an accounting restatement of a listed company’s financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the...
The Justice Department’s $1.776 billion “anti-weaponization” fund, which would pay out public money in compensation for alleged overreach in federal prosecutions, including for the insurrectionist...