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Executive Comp – New Takes on Old Issues: Perks, Clawbacks, and the Rule 701/Form S-8 Concept Release

This program will provide commentary and insights on the new developing trend to expand incentive compensation clawbacks to address violations o​f company code of conduct policies, reputational harm and failure to supervise leading to material damage to the company.

The developing trend follows on the heels of Wells Fargo and Equifax and the new governance policies and shareholder proposals that are being promulgated by institutional investors. Panelists also will address the potential impact that modifications to clawback policies will have on the definition of “cause” in employment and other executive agreements in the context of recent executive terminations on account of violations of company policies.

The panelists will analyze the recent enforcement actions that have been announced by the Securities and Exchange Commission involving failure to disclose the existence of perquisites in proxy statements and adequately monitor the ensure the proper reporting of perquisites. They also will discuss issues that are likely to be addressed in the recent announcement by the Securities and Exchange Commission of a “concept” release requesting comments on Rule 701 and Form S-8.​