The Advisors' Blog

John blogged yesterday on TheCorporateCounsel.net that when it comes to updating your clawback policy, you may have less time than you think. Even though the SEC’s final Dodd-Frank clawback rule doesn’t require the listing standards to be adopted until November 28th of this year, the listing standards that were published in the Federal Register a couple of weeks ago say:

“[w]ithin 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days . . . the Commission will: (A) by order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved.”

John pointed to a recent Weil memo that acknowledges that the effective date for these policies could come months earlier than many companies are planning for. While it’s possible that the exchanges will amend their filings to provide for an effective date closer to what most companies had initially anticipated (January 2024), you can’t count on that at this point.

Thanks to our friends at Willkie, we’ve posted a sample form of clawback policy in our “Clawbacks” Practice Area that addresses the Dodd-Frank requirements and may be helpful to anyone who needs to accelerate compliance efforts. If you have a form that you are willing to share with the community, we would welcome more samples! You can email John at john@thecorporatecounsel.net, Meredith at mervine@ccrcorp.com or me at liz@thecorporatecounsel.net.

– Liz Dunshee