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Design, Drafting and Enforcement of Compensation Claw back Policies (HRM830D)

Presented by: Mike Melbinger
(*) Single User Price. For multiple users please call 1-844-384-4744
Pre Recorded Audio Conference
90 minutes
Event Description



Identify the Legal and Practical Issues in Designing and Enforcing a Compensation Clawback Policy

Take a look at the history and development of compensation clawback policies and the current legal requirements on compensation clawbacks in this HR compliance session. The Dodd-Frank Act adds a new section to the federal securities laws entitled "Recovery of Erroneously Awarded Compensation Policy".  HR professional must understand this law and react to it.

In the next six months, the U.S. Securities and Exchange Commission will likely issue regulations under Dodd-Frank Act Section 954, and the national securities exchanges, i.e., NYSE and NASDAQ, will require every publicly traded company in America to adopt compensation clawback policy, and delisting of any security of an issuer that does not develop and implement a clawback policy.  The Dodd-Frank Act also requires companies to disclose the compensation clawback policy they adopt in their proxy statement.

However, designing a compensation clawback policy may be one of the most difficult and contentious task the board of directors or compensation committee has ever undertaken.  In addition to satisfying the legal requirements the board or compensation committee will need to handle executives’ visceral feelings about a policy explicitly designed to take away their compensation. Even before the Dodd-Frank Act, many corporations began to develop and implement compensation clawback policies as part of their efforts to improve corporate governance, particularly following the financial crisis of 2008-2009. 

Join Michael Melbinger for this informative 90 minutes session, to know about the evolving best practices in the design and drafting of compensation clawback provisions.  Also, in this HR compliance training, Mike will address the complex tax issues raised by the enforcement of compensation clawbacks, critical areas of complicated compensation clawback and much more.

This informative session will cover:

  • The compensation clawback provisions of the Dodd-Frank Act Section 954
  • Contrasting the compensation clawback provisions of the Dodd-Frank Act with those of the Sarbanes-Oxley Act of 2002
  • Changes required to compensation plans, programs and agreements
  • The evolving best practices in corporate governance as to compensation clawback provisions.
  • The Dodd-Frank Act requirements of the  companies that need  to disclose the compensation clawback policy they adopt in their proxy statement
  • The dozens of other legal and practical issues in designing and enforcing a compensation clawback policy 
  • Tax issues raised by the enforcement of compensation clawbacks

Who should attend?

  • Human Resources and Executive Compensation Professionals
  • Internal and external legal counsel
  • Public company executives and directors
  • Tax and accounting professionals working with compensation
  • Target Companies: (New) publicly traded companies
About Our Speaker(s)

Mike Melbinger, Human Resource Laws ExpertMike Melbinger
Mike Melbinger is a partner in the law firm of Winston & Strawn LLP, and global head of the Firm’s Executive Compensation and Employee Benefits Practice.  Mike is also an Adjunct Professor of Law at both the University of Illinois College of Law and Northwestern University School of Law.  He practic... More info

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    Event Title: Design, Drafting and Enforcement of Compensation Claw back Policies
    Presenter(s): Mike Melbinger

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