On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC adopted Rule 10D-1, which required U.S. stock exchanges to adopt listing standards that comply with the SEC’s Clawback Rules.
On February 22, 2023, the New York Stock Exchange and Nasdaq filed proposed rule changes to adopt listing standards related to the Clawback Rules. The proposed rule changes were published in the Federal Register on March 13, 2023. Following the publication in the Federal Register, the SEC had 45 days within which to take action on the proposed rule changes. This 45-day period was scheduled to end on April 27, 2023. However, the SEC was permitted to designate an additional 45-day period to take action if it finds this longer period to be appropriate and publishes its reason for doing so.
Accordingly, on April 24, 2023, the SEC published notice designating the additional 45-day period for taking action. The SEC stated it finds the longer period appropriate so it has sufficient time to consider the proposed rule change and all the comments received. The new approval, or disapproval, date is now extended to June 11, 2023. Once the applicable stock exchange listing standards become effective, listed companies will have 60 days to adopt their clawback policies.
NYSE and Nasdaq’s original proposals stated that the proposed rules would be effective on the date approved by the SEC. Unless the exchanges amend these statements in their proposed listing standards, if the SEC approves the exchange proposals in June, that is when the rules will be effective and that will start the 60-day clock for listed companies to adopt a compliant clawback policy, which would put the compliance deadline in early August.
KMK Law articles and blog posts are intended to bring attention to developments in the law and are not intended as legal advice for any particular client or any particular situation. The laws/regulations and interpretations thereof are evolving and subject to change. Although we will attempt to update articles/blog posts for material changes, the article/post may not reflect changes in laws/regulations or guidance issued after the date the article/post was published. Please consult with counsel of your choice regarding any specific questions you may have.
ADVERTISING MATERIAL.
© 2023 Keating Muething & Klekamp PLL. All Rights Reserved
- Partner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
- Partner
As a partner in the firm’s Business Representation & Transactions Group, Allie Westfall’s insight and proven analytical skills help translate the complexities of the often-challenging securities laws. Allie’s counsel ...
- Associate
Olivia King practices in the firm’s Business Representation & Transactions Group, where she assists private and publicly held companies with a wide variety of corporate transactions.
Olivia earned her law degree from the ...
Topics/Tags
Select- Securities Law
- Securities Regulation
- SEC
- Corporate Transparency Act
- Corporate Law
- Clawback Rules
- Nasdaq
- SEC Enforcement
- Coronavirus
- Cybersecurity and Privacy Law
- Mergers & Acquisitions
- Dodd-Frank
- Tax Planning
- IRS
- Economic Sanctions
- Paycheck Protection Program
- Ohio LLC Act
- Corporate Tax
- JOBS Act
- FAST Act
- Corporate Governance
- Proxy Access Rules
- Securities Litigation
- Consumer Protection Act
- Cybersecurity Regulation
- Crowdfunding
- Cryptocurrency
- Hedging
- Conflict Minerals
- Real Estate Law
- Emerging Growth Companies
- Investors
- Taxation
- Private Offerings
- Pay Ratio Disclosure
- Whistleblower
- Intellectual Property
- Technology
- LIBOR
- Opportunity Zone
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Executive Compensation
- Health Care Act
- Online Trading Platforms
- IPO
- Registration Statement
- Wall Street Reform
- Annual Reports
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Total Shareholder Return
- Lenders
- Receivership Statute
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- FinCEN Extends the Corporate Transparency Act Reporting Deadline for Newly Created Entities
- SEC Postpones Share Repurchase Modernization Disclosure Rules
- Effective Date of SEC Clawback Rule Finally In Sight
- SEC Sued Over Newly Adopted Share Repurchase Rules
- SEC Extends Period to Act on Exchange Clawback Rules
- SEC Charges Public Company for Misleading Non-GAAP Disclosures
- NYSE and Nasdaq Propose Clawback Listing Standards: What You Need to Know
- Corporate Transparency Act Update – FinCEN Issues Notice of Proposed Rulemaking
- SEC Amends Insider Trading Rules: New Conditions, Requirements, and Related Disclosures
- SEC Reopens Comment Period for 11 Proposed Rules Due to Technological Error