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Clawback Agreements and Provisions in Business Contracts

Join us for your comprehensive guide to understanding clawback agreements and provisions in business contracts.

Several recent high-profile corporate scandals demonstrate the importance of having clawback policies to disincentivize employee misconduct and enable employers to recoup previously paid compensation from employees. This topic helps HR and legal professionals understand how to draft clawback agreements and clawback provisions in business contracts that are effective and comprehensive, and also comply with state law and tax law requirements and provides a refresher on the history and use of clawbacks, as well as the clawback requirements for public companies under the Sarbanes-Oxley Act, exchange listing standards, and the proposed Dodd-Frank clawback rule. The information discusses the latest trends in clawbacks, including the use of forfeitures instead of clawbacks and the revision of misconduct triggers in clawback agreements and clawback provisions. You should emerge with an understanding of the current best practices in drafting clawback agreements and clawback provisions in business contracts.

Runtime: 89 minutes
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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Historic Development and Use of Clawbacks

Identifying Tax Issues in Enforcing Clawbacks

  • IRC Section 409A Compliance
  • Tax Treatment of Enforcement for Employer
  • Tax Treatment of Enforcement for Employee

How to Address State Law Issues in Clawback Agreements and Clawback Provisions

  • Enforceability Clawback of Monies Paid in Respect of Failure to Comply With Restrictive Covenants and Other Post-Employment Restrictions
  • Wage and Hour Laws Implicated by Clawbacks
  • Wage Deduction Laws

Public Company Clawback Requirements

  • Sarbanes-Oxley Requirements
  • Exchange Listing Standards
  • Proposed Dodd-Frank Act Clawback Rule

Trends in and Best Practices for Drafting and Enforcing Clawbacks

  • Use of Forfeitures Instead of Clawbacks
  • Revision of Misconduct Triggers in Clawback Agreements and Clawback Provisions
  • Best Practices in Drafting
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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Webinar

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on May 13, 2019.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • MS CLE 1.5
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.5 credit hours.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • ND CLE 1.5
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.5 hours of CLE credit.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • NY CLE 1.5 including Areas of Professional Practice 1.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • TN CLE 1.5
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.5 hours of credit.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of self-study CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
     
  • WI CLE 1.5
     
  • This program qualifies for 1.5 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Audio & Reference Manual

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • GA CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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More Program Information

Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Rina Fujii

Rina Fujii

Epstein Becker & Green, P.C.

  • Associate in the employee benefits and executive compensation practice, Epstein Becker & Green, P.C.
  • Advises clients on executive compensation issues, including executive incentive compensation plans, executive employment and severance agreements, and Section 409A compliance
  • Advises clients on employee benefit plan design and compliance matters
  • Drafts and negotiates employment, retention, severance, and termination agreements
  • J.D. degree, Columbia Law School; A.B. degree, Harvard College
  • Can be contacted at 212-351-4686 or [email protected]
Gretchen Harders

Gretchen Harders

Epstein Becker & Green, P.C.

  • Member of the firm in the employee benefits and executive compensation practice, Epstein Becker & Green, P.C.
  • Advises both corporate and individual clients on executive compensation issues, including the design of executive employment and severance agreements, incentive compensation agreements, and Section 409A compliance, with a concentration in cross-border executive compensation and the Dodd-Frank Wall Street Reform Act
  • Included in The Best Lawyers in America© (2014 to 2019) in the field of Employee Benefits (ERISA) Law; recommended by The Legal 500 United States (2013, 2014, 2018), in the category of employee benefits, executive compensation and retirement plans design; and named to the New York Metro Super Lawyers list (2013-2018) in the area of employee benefits
  • Frequently writes and speaks on various employee benefits and executive compensation issues and developments
  • J.D. degree, University of Minnesota Law School; B.A. degree, University of Chicago
  • Can be contacted at 212-351-3784 or [email protected]
Susan Gross Sholinsky

Susan Gross Sholinsky

Epstein Becker & Green, P.C.

  • Member in Epstein Becker Green’s New York office
  • Vice chair of Epstein Becker Green’s Employment, Labor & Workforce Management Practice, and of its Diversity & Professional Development Committee
  • Counsels clients on a variety of matters, in a practical and straightforward manner, with an eye toward reducing the possibility of employment-related claims
  • Conducts workplace training seminars for employees, managers, and human resources personnel, including compliant harassment avoidance and respect in the workplace training
  • Advises employers in all facets of the employment relationship, from pre-employment considerations and hiring to terminations and post-employment restrictions
  • Develops and audits employers' policies and procedures to ensure compliance with applicable federal, state, and local law and best practices
  • Counsels employers with respect to the avoidance of employment-related disputes, employee discipline, leaves of absence, accommodation requests, and termination of employment (including voluntary and involuntary reductions in force)
  • J.D. degree, Northwestern Pritzker School of Law; B.S. degree, Cornell University, College of Industrial and Labor Relations
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Why Lorman?

Over 32 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 405428
Published 2019
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