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Live Webinar

90-minute live streaming program
  • May 13
  • 1:00 - 2:30 pm EST

Clawback Agreements and Provisions in Business Contracts

May 13

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.

Learning Objectives

  • You will be able to review clawback agreements and clawback provisions to make sure they incorporate best practices.
  • You will be able to recognize state law issues to consider in implementing clawback provisions.
  • You will be able to explain public company clawback requirements under the Sarbanes-Oxley Act, exchange listing standards, and the proposed Dodd-Frank Act clawback rule.
  • You will be able to discuss tax issues related to clawback provisions, including IRC Section 409A and the deductibility of clawbacks by employers and employees.

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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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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.

Credits

Live Webinar Registration

  • 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.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. 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).
     
  • GA CLE 1.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
     
  • 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.
     
  • 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 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 Law & Legal Procedure credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • CPE 1.8 including Business Law 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Business Law for 1.8 hours. Prerequisite: basic knowledge of business financials. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     
  • Lorman Business Center, Inc. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Specialized Knowledge and Applications for 1.5 hours.
     

Who should attend?

This live webinar is designed for attorneys, presidents, vice presidents, accountants, CPAs, controllers, accounting managers, CFOs, directors, business owners and managers, finance directors, and estate and financial planners.

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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.

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.

  • Resident 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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