NYSE and Nasdaq File Proposed Listing Standards Implementing SEC Clawback Rule

  • Both Proposed Listing Standards Are Closely Aligned With the Requirements of the SEC’s Final Mandatory Clawback Rule Adopted in October 2022
  • Listed Issuers Must Adopt Compliant Policies Within 60 Days Following Effectiveness of the Applicable Listing Standards
Sullivan & Cromwell LLP - March 9, 2023

On February 22, 2023, NYSE and Nasdaq filed their respective proposed listing standards pursuant to the SEC’s final mandatory clawback rule. The SEC’s final rule directed national securities exchanges and associations that list securities to establish listing standards that require each issuer to develop and implement a policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on the erroneously reported financial information. The exchanges’ proposed listing standards conform closely to the SEC’s final rule. A listed issuer subject to either exchange’s clawback requirement will be required to adopt a compliant clawback policy within 60 days after the applicable exchange’s listing standard has become effective.
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