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A Blank Page in the S.E.C. Rule Book, Four Years Later

"It’s something that almost everyone can agree on: Executives should return compensation earned improperly as a result of accounting shenanigans at their companies.
 
"But four years after Congress told the Securities and Exchange Commission to write a rule making it easier to recover unearned pay, that rule remains unwritten. Compensation clawbacks, therefore, are all too rare.
 
"The S.E.C. had much work to do under the Dodd-Frank law of 2010. Of the 102 regulations it had to write, the agency says it has completed all but eight. Still, the S.E.C.’s inertia on compensation recovery seems odd, given that this issue was among the least complex in Dodd-Frank.
 
"Dennis M. Kelleher, chief executive of Better Markets, a nonprofit organization that promotes the public interest in financial reform, has a theory about why it’s taking the S.E.C. so long to write this rule.
 
“On the one hand, it’s not a very complicated rule,” he said in an interview last week. “But on the other hand, the industry and its lawyers have made it incredibly complicated. Anything that touches on compensation always generates a huge fight.
 
"Mr. Kelleher may be right. Of the eight Dodd-Frank rules still to be written at the S.E.C., three relate to executive compensation."
 
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Read the full New York Times article by Gretchen Morgenson here.

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