Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, which was adopted in October 2022 as Rule 10D-1 of the Securities Exchange Act of 1934 (the Exchange Act), directed U.S. stock exchanges to adopt listing standards requiring all listed companies, including foreign private issuers (FPIs), emerging growth companies (EGCs) and smaller reporting companies (SRCs), to adopt and comply with a written clawback policy, to disclose the policy and to … Read more