The 2025 proxy season saw significant developments with respect to proposals calling on companies to disclose information about their political contribution activity and lobbying activity, including an increase in support for political contribution proposals. That stronger support, particularly against the backdrop of reduced support for socially-oriented shareholder proposals, may lead
Continue Reading Is a Political Law Shareholder Proposal Under Your Tree? Strategies for Responding in the New Year
EEOC Releases New Technical Assistance: “Discrimination Against American Workers Is Against The Law”
On November 19, 2025, the Equal Employment Opportunity Commission (“EEOC”) released a technical assistance document, “Discrimination Against American Workers Is Against The Law,” and updated its landing page on national origin discrimination. This development reflects EEOC Chair Lucas’s focus on national origin discrimination and Anti-American bias and follows comments she made in January 2025 and February 2025 stating that “protecting American workers from anti-American national origin discrimination” is among the agency’s main priorities for compliance, investigations, and litigation. Continue Reading EEOC Releases New Technical Assistance: “Discrimination Against American Workers Is Against The Law”
DOJ Issues Memorandum for Federal Funding Recipients Addressing “Unlawful Discrimination” Practices
On July 29, 2025, Attorney General Pam Bondi issued a memorandum titled “Guidance for Recipients of Federal Funding Regarding Unlawful Discrimination.” The memorandum purports to offer “guidance” and “Best Practices” to recipients of federal funding, including “non-binding suggestions to help entities comply with federal antidiscrimination laws and avoid legal pitfalls.” The Attorney General’s memorandum follows Executive Order 14173 (“Ending Illegal Discrimination and Restoring Merit-Based Opportunity”), which calls for “ending illegal discrimination and preferences, including DEI” in the private sector, as well as two “technical assistance” documents titled “What You Should Know About DEI-Related Discrimination at Work” and “What To Do If You Experience Discrimination Related to DEI at Work” issued by the Equal Employment Opportunity Commission (“EEOC”). We previously discussed EO 14173 here and the EEOC technical assistance here.Continue Reading DOJ Issues Memorandum for Federal Funding Recipients Addressing “Unlawful Discrimination” Practices
SEC Adopts Amendments to Regulation S-P
On May 16, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Regulation S-P, which implements the Gramm-Leach Bliley Act (“GLBA”) for SEC-regulated entities such as broker-dealers, investment companies, registered investment advisers, and transfer agents.
Among other requirements, the amendments require SEC-regulated entities to adopt written policies and procedures
Continue Reading SEC Adopts Amendments to Regulation S-PNYSE and Nasdaq Propose Clawback Listing Standards
On February 22, 2023, the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“Nasdaq”) filed rule proposals[1] to adopt new listing standards implementing Rule 10D-1 under the Securities Exchange Act of 1934. That rule, which the Securities and Exchange Commission (the “SEC”) adopted in October 2022, requires national securities exchanges to implement standards to require listed companies to adopt and publicly file so-called “clawback” policies to recover erroneously awarded incentive-based compensation following accounting restatements. Rule 10D-1, which was first proposed in 2015 and re-opened for comment twice, implements Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The proposed listing standards are subject to a 21-day comment period once published in the Federal Register before the SEC can approve them, and must, in any event, become effective by November 28, 2023. Listed companies will be required to adopt clawback policies that comply with the new standards within 60 days of the effective date of the applicable listing standards (the “Adoption Deadline”).
The listing standards proposed by both NYSE and Nasdaq are materially consistent with Rule 10D-1 and its adopting release. Among other things, both proposed listing standards provide for the commencement of delisting proceedings for listed companies that fail to either adopt a compliant clawback policy or comply with such policy after a clawback obligation arises. These delisting provisions are discussed below, and, for an in-depth discussion of Rule 10D-1’s requirements, please refer to our previous alert.
NYSE – Delisting for Noncompliance
Failure to Adopt a Policy: As proposed, a company listed on NYSE that fails to adopt a compliant clawback policy by the Adoption Deadline will have five days to notify NYSE, after which the exchange will send a written delinquency notification to the company. Upon receipt of this notification, the company would have five days to contact NYSE to discuss the delinquency and to issue a press release disclosing the company’s delinquency, the reason for the delinquency and, if known, the anticipated date on which a clawback policy will be adopted. If the company fails to issue such a press release in time, NYSE will issue a press release stating that the company has received a delinquency notice.Continue Reading NYSE and Nasdaq Propose Clawback Listing Standards
SEC Requires Clawback Policy
On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted a long-awaited rule[1] that will require listed companies to adopt and publicly file so-called “clawback” policies to recover erroneously awarded incentive-based compensation following accounting restatements. Companies with securities listed on national securities exchanges, including NYSE and Nasdaq, will be required to implement such policies within 60 days of the effective date of new listing standards, which the exchanges must adopt within 12 months of the new rule’s publication in the Federal Register. Companies who fail to comply will be subject to delisting.
The most significant deviation from the SEC’s initial proposal of the clawback rule in 2015 is that Rule 10D-1 will require companies to conduct a clawback analysis not only for “Big R” accounting restatements, which must be disclosed under Item 4.02(a) of Form 8-K, but also for “little r” accounting restatements, which involve the correction of errors in prior period financial statements when those financial statements are included in a current period filing.
Clawback Policy Requirements
Under the new rule, a listed company’s clawback policy must require the company to recover, reasonably promptly, erroneously awarded incentive-based compensation from persons who served as an executive officer at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results.Continue Reading SEC Requires Clawback Policy