Clawback rules for listed companies could capture some UK companies with dual listings in the US, subject to very limited exceptions, explain Alexander Parkhouse, counsel, corporate (US), and Cara Hegarty, partner, employment and incentives, Linklaters LLP
On 26 October 2022, the US Securities and Exchange Commission (SEC) adopted Rule 10D-1 under the US Securities Exchange Act of 1934 (Rule 10D-1), which directs US national securities exchanges to introduce listing rules requiring listed companies to adopt ‘clawback’ policies.
The New York Stock Exchange (NYSE) subsequently proposed new Section 303A.14 of the NYSE Listed Company Manual and Nasdaq proposed new Listing Rule 5608 (together, the proposals) to comply with Rule 10D-1. The requirements of the proposals are substantially identical to those mandated by Rule 10D-1.
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