Category Archives: Dodd-Frank Act

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Finally! SEC Proposes New Pay for Performance Disclosure Regulations

On April 29, 2015, in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed regulations (Release No. 34-74835) (the “Proposed Rules”) to require certain publicly-held companies to disclose the relationship between their financial … Continue Reading

At Long Last: SEC Proposes New Rules to Compel Disclosure of CEO Pay as Ratio to Median Employee Pay

On September 18, 2013, in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”), the Securities and Exchange Commission (the “SEC”) issued a press release and published proposed rules (Release Nos. 33-9452; 34-70443) (the “Proposed Rules”) to require certain publicly-held companies to disclose the median annual total compensation of all employees … Continue Reading

Emerging Growth Company IPO Filings Initially Embrace JOBS Act’s Reduced Executive Compensation Disclosure Requirements

On April 5, 2012, the President signed into law the “Jumpstart Our Business Startups Act” (JOBS Act).  The JOBS Act also allows small businesses to harness “crowdfunding,” expands “mini-public offerings,” and streamlines the process for going public for “emerging growth companies”.   For a discussion of general provisions in the JOBS Act, please see our April … Continue Reading

SEC Adopts New Rules Calling For Greater Independence Standards For Compensation Committees And Their Advisers

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) for adopting regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on June 20, 2012 issued a press release and published final rules (Release No. 33-9330) (the “Final Rules”) for compensation committee and … Continue Reading

Spotlight on Pay For Performance Intensifies as ISS Releases New Evaluation Methodology for 2012 Proxy Season

The arrival of a new year means that another proxy season is not that far off.  A highlight of the 2011 proxy season was that it marked the first year in which shareholder advisory votes on executive compensation (“Say on Pay”) were conducted in accordance with the Dodd-Frank Act.… Continue Reading

The First 100 Days of Say-On-Pay Mark Many More Failed Votes and the Advent of Say-On-Golden Parachutes

With the end of April 2011, it has been one-hundred days since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”).  These rules were promulgated under the Dodd-Frank Wall Street Reform and … Continue Reading

SEC Proposes New Rules Calling For Greater Independence Standards for Compensation Committees and Their Advisors

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 952 of the Reform Act, the Securities and Exchange Commission (the “SEC”) on March 30, 2011 issued a press release and published proposed rules (Release No. 33-9199) (the “Proposed Rules”) for … Continue Reading

The Latest Results and Trends after Second Month of Say-on-Pay Voting

It has now been two months since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

Say-On-Pay Blogs and Up-to-Date Voting Results

Please read our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results.  The results are sorted by the company’s SEC filer status and by the date on which the annual shareholder meeting was held.  We will be regularly updating this information as well as periodically posting new  blogs in … Continue Reading

Trends Developing after First Month of Say-on-Pay Votes

It has now been one month since shareholders were able to render advisory votes on the executive compensation provided at their publicly-held companies in accordance with rules adopted by the Securities and Exchange Commission (“SEC”) in January 2011 (“Say-On-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). … Continue Reading

A Rising Tide for Annual Say-on-Pay Votes

As we recently reported in our January 28, 2011 blog “Some Interesting New Developments as SEC Adopts Final Say-On-Pay Rules“ the Securities and Exchange Commission last week approved final rules which regulate how public company’s shareholders can render advisory votes on their company’s executive compensation (“Say-on-Pay”). These rules were promulgated under the Dodd-Frank Wall Street Reform … Continue Reading

Some Interesting New Developments as SEC Adopts Final Say-on-Pay Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own October 2010 proposed rules (Release No. 33-9153) (the “Proposed Rules”), the Securities and Exchange Commission (the “SEC”) on January 25, 2011 announced its adoption by a 3-2 vote of final regulations for shareholder advisory votes on executive … Continue Reading

Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) and its own timetable for proposing regulations required by section 951 of the Reform Act, the Securities and Exchange Commission on October 18, 2010 issued a press release and published proposed rules (Release No. 33-9153) (the “Proposed Rules”) for shareholder … Continue Reading

Legal Update: Dodd-Frank Redefines “Accredited Investor” and the SEC Provides New Guidance

This blog posting is an update to our blog posting entitled Legal Update: Dodd-Frank Redefines “Accredited Investor”, in which we explained that Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended the definition of “accredited investor” under Rule 215 of the Securities Act of 1933 and Rule 501 of Regulation D … Continue Reading

The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward

On July 21, 2010, the President signed into law (Public Law 111-203) the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”). The Reform Act implements a sweeping regulatory overhaul of the financial, banking and mortgage industries and also addresses consumer protection. Included in the Reform Act, and which is the subject of … Continue Reading
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