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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.
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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

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.

  • 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?

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Product ID: 405428
Published 2019
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