SON OF THE CLAWBACK!

Section 304 of Sarbanes-Oxley was supposed to create a mechanism allowing the SEC to recapture executive compensation distributed based on fishy accounting. As this article notes, 304 has never been used.

The Corporate Library recently reported that 300 companies had adopted private clawback mechanisms. For a thorough discussion, have a look at this post by Amy L. Goodman of Gibson Dunn on the Harvard Corporate Governance Blog.

If you seek precedents, Westlaw Business has canned searches to help find (a) recently adopted clawbacks and (b) 14a-8 challenges to shareholder clawback proposals.