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 5, 2012 blog entitled “President Obama Signs JOBS Act: Landmark Reform for Small and Emerging Growth Companies Now Law”.

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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.

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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 compensation committee and compensation advisor independence requirements.

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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 this section so please check back to obtain the latest results and commentary.

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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 and Consumer Protection Act  (the "Reform Act").

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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 advisory votes on executive compensation ("Say-on-Pay") and golden parachutes. The SEC also concurrently released proposed regulations (Release No. 34-63123) which would require certain institutional investment managers to report annually how they voted on executive compensation matters (we will cover this second set of proposed regulations in a separate blog article).

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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 this blog, are numerous new laws affecting executive compensation and corporate governance at publicly-held companies.

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On Thursday, July 15, 2010, the Senate passed the Dodd-Frank Wall Street Reform and Consumer Protection Act by a vote of 60-39. The bill passed in the House of Representatives on June 30, 2010. The legislation is expected to be signed into law by President Obama next week. The Dodd-Frank Act introduces wide-ranging reforms of the US financial regulatory system. The legislation calls for hundreds of rulemakings and studies, so the full impact will not be known for many years.

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