Update: On June 8, 2022, in conjunction with the staff of the SEC's Division of Economic and Risk Analysis releasing a memo with supplemental data and analysis to inform public comments, the SEC reopened the comment period again on its 2015 clawbacks proposal (see Legal Update, SEC Reopens Comment Period Again for its Proposal to Require Companies to Adopt Clawback Policies).

On October 14, 2021, the SEC reopened the comment period for its 2015 proposed rule and rule amendments that would direct the national securities exchanges to establish listing standards requiring companies to adopt policies for the recovery of erroneously awarded incentive-based compensation from their executive officers. The proposed rule would implement Section 954 of the Dodd-Frank Act, which was added to the Exchange Act as Section 10D.

The SEC originally proposed the rule amendments in July 2015, and the related comment period ended on September 14, 2015. In light of developments since the proposed rule was issued, including an increase in companies voluntarily adopting clawback policies and companies disclosing more information about their ability to recover performance-based compensation following fraud or restatement of financial statements, the SEC is reopening the comment period to allow for interested persons to comment on the proposed rule amendments and how the SEC can best implement its Section 954 mandate.

In addition to the requests for comment in the original proposing release, the SEC's reopening release includes a number of questions the SEC specifically seeks comment on. The comment period will be open for 30 days after the SEC's reopening release is published in the Federal Register.

For details on the original proposal, see Legal Update, SEC Proposes Rules Requiring Companies to Adopt Executive Compensation Clawback Policies.

For more information on clawback policies, see Standard Document, Clawback Policy.