in
Advanced Search
On-Demand   MP3 Audio
  Also Available in:  On-Demand Audio Only On-Demand Web

Catching Up on Clawbacks

Recorded on: Sep. 11, 2012
Running Time: 01:11:57

Taken from the briefing Catching Up on Clawbacks recorded September, 2012.

Since the introduction of compensation recovery (“clawback”) requirements in the Sarbanes-Oxley Act of 2002, corporate America has been moving inexorably towards mandatory clawback policies. Not only have institutional investors and their advisors promoted the adoption of these policies, the recent spotlight on managing compensation-related risk has underscored the importance of such policies as a risk mitigation tool.

Investor calls for universal adoption of clawback policies will soon see fruition when the Securities and Exchange Commission completes its rulemaking implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act sometime next year. Section 954 will require companies listed with a national securities exchange to adopt and maintain a formal policy for the recovery of incentive-based compensation from former and current executive officers in the event they are required to prepare an accounting restatement due to their material noncompliance with any financial reporting requirement under the federal securities laws.

While many companies adopted clawback policies in the wake of the Sarbanes-Oxley Act requirement, most have been waiting for the implementation of Section 954 and clarification of the scope and operation of this new requirement. Given the growing expectation that these policies will serve as an effective safeguard against abusive compensation practices, it’s critical that companies understand the design alternatives when developing a clawback policy, the pros and cons of different design features, and the enforcement challenges that they will likely face once their policy is in place.

Listen to Mark A. Borges of Compensia, Inc., Diane L. Doubleday of DLDoubleday Consulting LLC, and Amy M. Wood of Cooley LLP for a discussion of compensation recovery policies and provisions, how they have worked to date, the key issues in designing an effective policy, and how companies can begin to prepare for the new requirements.

Lecture Topics  [Total Time: 01:11:57]

  • The different clawback approaches that have been adopted to date
  • The requirements of Section 954 - the new compensation recovery provision
  • What features the SEC (and the national securities exchanges) are likely to mandate, and which will be left to the company’s discretion
  • How clawback policies are likely to operate with respect to different forms of cash and equity compensation 
  • Enforcing your policy - which alternatives will make a challenging process workable
  • Strategies for communicating your clawback policy to your investors and their advisors,  and for maximizing the value of your policy

Presentation Material

  • Statutory Compensation Recovery (“Clawback”) Provisions
  • Compensation Recovery (“Clawback”) Provisions - Becoming Familiar with the Looming Requirement
  • Sample Compensation Recovery (“Clawback”) Policies
Speaker(s)
Mark A. Borges ~ Principal, Compensia, Inc.
Diane L. Doubleday ~ DLDoubleday Consulting LLC
Amy M. Wood ~ Cooley LLP

PLI makes every effort to accredit its recorded programs.


PLI MP3s are approved in the following states/territories: AK, CA1, CO, FL, GA, ID*, IL, KS2, ME, MO, MT, NC, ND, NH*, NJ, NM, NV, NY, OR*, PA, TX3, UT, VI, VT, WA, WV, WY. Some exceptions apply. For more information contact PLI.
 

1California: This activity qualifies for participatory credit.

2Kansas: There is a 5.0 credit limit per year for this type of viewing.

3Texas: Considered self-study credit.  There is a 5 credit limit, including specialty credit.

Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.

*PLI will apply for credit upon request.



Running time and CLE credit hours earned are not necessarily the same. Please be aware that many states do not permit credit for luncheon speakers.

Special Note: In New York, non-traditional course formats including audio and video cassettes are NOT acceptable for transitional CLE credit for the newly admitted attorney within the first two years after their admission to the Bar. Attorneys other than newly admitted may use non-traditional course format, including audio and video cassettes to fulfill their CLE requirements.

IMPORTANT INFORMATION FOR ATTORNEYS SEEKING CLE CREDIT


While listening to the program, be alert to listen for the AUTHORIZATION CODE which has been placed somewhere within the program.  Write the code down; you will be asked for this information when you request CLE credit.
 
Once you’ve completed the program, please go to www.pli.edu and log in. Once you are logged in, your account will be displayed and the available programs will be listed on the left side under the heading "My Online Library".  If you are already logged in, click the link for My Account on the home page to access your Online Library.  Return to the program and click the MCLE Registration button in the top right region of the program window.  A new window will open with a CLE Request form, you will be asked to complete a short evaluation, and fill in the AUTHORIZATION CODE, please complete and submit the form.


Once you click the Submit button, your request for CLE credit will be sent to the CLE department.  PLI will email you a CLE certificate within 48 hours.


If you are unable to successfully log in, please contact our customer service department at 800-260-4754 for assistance.

GENERAL INFORMATION

This product is designed to provide practical and useful information on the subject matter covered.  However, it is sold with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services.  If legal advice or other expert assistance is required, the services of a competent professional should be sought.


If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Print Share Email
  • FOLLOW PLI:
  • RSS
  • facebook
  • twitter

All Contents Copyright © 1996-2013 Practising Law Institute. Continuing Legal Education since 1933.