Tag: clawback

Undo Dodd-Frank?

by Cydney Posner With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress.  The bill, sponsored by Jeb Hensarling, Chair of the House Financial Services Committee, was framed as a Republican proposal to […]

Ninth Circuit addresses SOX 304 clawback requirements and liability for Rule 13a-14 false certifications

by Cydney Posner A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer has restated its financial statements as a […]

Discussion Draft of the Financial CHOICE Act

by Cydney Posner A discussion draft for the Financial CHOICE Act is now publicly available.  Many of the provisions of interest from a corporate standpoint are in Title  IV—Capital Markets Improvements and Title X—Unleashing Opportunities for Small Business, Innovators, and Job Creators by Facilitating Capital Formation. (It doesn’t exactly unleash […]

Will clawbacks have an unintended consequence?

by Cydney Posner A recent  study, “Why Do Restatements Decrease in a Clawback Environment? An Investigation into Financial Reporting Executives’ Decision-Making during the Restatement Process,” shows that clawbacks may have unintended consequences.  The study, conducted by an academic at Miami University of Ohio and published in The Accounting Review, showed […]

Cooley Alert: SEC Proposes Long-Awaited Compensation Clawback Rule

by Cydney Posner See our Cooley Alert on the SEC’s new rule proposal regarding recovery of erroneously awarded compensation, the so-called clawback rule.  It’s called SEC Proposes Long-Awaited Compensation Clawback Rule.

SEC on the verge of proposal to implement Dodd-Frank clawback provision

by Cydney Posner The WSJ is reporting that the SEC is on the verge (July 1) of proposing clawback rules designed to implement Section 954 of Dodd-Frank, “recovery of erroneously awarded compensation.” Of course, actual implementation could still be a long way off, as the proposal would be subject to […]