The Pay & Proxy Podcast: FAQs on Implementing Dodd-Frank Clawback Policies (11/23)


Keith L. Halverstam

Maj Vaseghi

Keith L. Halverstam & Maj Vaseghi are partners at Latham & Watkins and Global Chair and Vice Chair, respectively, of Latham’s Public Company & Board Representation Practice.

Topics covered:

  1. "Little r" restatements & the SEC's expansive interpretation of what constitutes "material noncompliance with any financial reporting requirement"
  2. Steps a company needs to take under a clawback policy following a determination that a restatement is required
  3. "Difficult" financial metrics where the erroneously awarded compensation can't be determined by a simple mathematical recalculation
  4. Challenges with collecting erroneously awarded compensation
  5. Planning ahead for policy implementation
  6. When erroneously earned shares have been sold at a gain

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The views set forth in the podcast are the speaker's personal views and do not necessarily reflect those of the academic institution or other committees & organizations with which he is associated.