Last week the New York Stock Exchange and the Nasdaq Stock Market filed their proposed “clawback” listing standards with the Securities and Exchange Commission as directed by SEC Rule 10D-1. As expected, the text of the proposed listing standards conforms very closely to Rule 10D-1. Listed companies will be required to develop and implement a policy providing for the recovery (or clawback), in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where such compensation is based on the erroneously reported financial information. The NYSE and Nasdaq will prohibit the initial or continued listing of any security of a listed issuer that is not in compliance. In this Alert we discuss the proposed listing standards, timing for their effectiveness, some recent SEC staff interpretations, and next steps for management and directors of listed companies.