Finished Business – The SEC’s New Pay Versus Performance and Clawback Rules – Practising Law Institute

In
the
late
summer
and
fall
of
2022,
twelve
years
after
passage
of
the
Dodd-Frank
Act,
the
SEC
finished
the
last
two
rulemakings
required
by
the
statute. 
The
first
(“Pay
versus
Performance”) 
requires
relatively
complex
disclosures
to
compare
compensation
“actually
paid”
to
executive
officers
to
various
company
performance
measures. 
The
second
requires
securities
exchanges
to
adopt
standards
that
require
listed
companies
to
adopt
policies
for
the
recovery
(i.e.
“clawbacks”)
of
“erroneously
awarded
incentive
compensation”
received
by
both
current
and
former
executive
officers. 
Both
sets
of
rules
require
complex
judgments
and
decisions
as
companies
adopt
new
policies
and
prepare
new
disclosures. 
Please
join
Gary
M.
Brown
of
Nelson
Mullins
Riley
&
Scarborough
LLP
and
SEC
Institute
Director
George
M.
Wilson
as
they
discuss
the
details
of
these
complex
new
rules
and
the
implementation
steps
required.

In
this
Briefing
faculty
will:

• Review
  the
  details
  and
  implementation
  challenges
  of
  the
  SEC’s
  new
  pay
  versus
  performance
  rules
  –
  40
  Minutes
• Overview
  the
  format
  of
  the
  required
  tabular
  information
  and
  related
  disclosures
• Discuss
  the
  required
  line
  items
  for
  the
  principal
  executive
  officer
  and
  averages
  for
  named
  executive
  officers
  in
  the
  table
• Discuss
  issues
  in
  identifying
  other
  required
  financial
  performance
  measures,
  including
  computation
  of
  peer
  group
  total
  shareholder
  return
• Review
  complexities
  in
  computing
  “compensation
  actually
  paid”
• Review
  required
  financial
  performance
  measure
  disclosures,
  including
  total
  shareholder
  return
  and
  a
  “Company-Selected
  Measure”
• Identify
  challenges
  in
  disclosing
  the
  relationship
  between
  compensation
  “actually
  paid”
  and
  the
  financial
  performance
  measures
  presented
  in
  the
  table
• Explain
  Inline
  XBRL
  tagging
  requirements
• Review
  compliance
  dates

• Review
  the
  details
  and
  implementation
  challenges
  of
  the
  SEC’s
  new
  compensation
  recovery
  or
  clawback
  rules
  –
  20
  Minutes
• Explain
  the
  requirement
  for
  exchanges
  to
  adopt
  listing
  standards
• Discuss
  provision
  for
  companies
  to
  adopt
  policies
  required
  by
  the
  listing
  standards
• Requirements
  within
  such
  policies
• Describe
  how
  an
  accounting
  restatement
  triggers
  the
  requirement
  to
  recover
  “erroneously
  awarded
  incentive
  compensation”
• Explain
  three-year
  period
  considerations
• Review
  application
  to
  both
  “Big
  R”
  and
  “Little
  r”
  restatements
• Discuss
  measuring
  amounts
  and
  related
  challenges
• Overview
  practicality
  exceptions
  to
  requirement
  to
  pursue
  recoveries
• Review
  disclosures
  required
  by
  the
  new
  rule
• Explain
  Inline
  XBRL
  tagging
  requirements
• Review
  compliance
  dates

Who
Should
Attend:
 Accountants
and
attorneys
who
deal
with
SEC
reporting
and
disclosure
and
related
accounting
issues,
including
CFOs,
controllers
and
their
staff,
internal
auditors,
partners
of
public
accounting
firms
and
their
staff,
in-house
counsel,
outside
attorneys

Program
Level: 
Update 

Prerequisites: 
None 

Advanced
Preparation: 
None