Say-on-Pay

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As a part of the federal government’s on-going efforts to reform executive compensation practices and to rein in excessive compensation, the Treasury Department drafted and released new legislation (known as the “Investor Protection Act of 2009”) on July 16, 2009 concerning shareholder Say-on-Pay and the independence of compensation committees (see also the Treasury’s fact sheets on Say-on-Pay and compensation committee independence). This legislation was expected given recent Treasury pronouncements on executive compensation (see our June 18, 2009 and July 17, 2009 blogs). Representative Barney Frank (D-MA), House Financial Services Chairman, declared his support for the legislation and circulated it to other members of the committee with the near-term objective of marking up the legislation this week.…

Continue Reading New Draft Legislation Continues the Assault on Executive Compensation

As anticipated and in response to the “turmoil in the markets during the past 18 months”, on July 10, 2009 the Securities and Exchange Commission (“SEC”) proposed substantial amendments to the executive compensation and corporate governance disclosure requirements for publicly held companies.…

Continue Reading Changes in Store for 2010 Proxy Season as SEC Proposes Significant Expansion of Executive Compensation and Corporate Governance Rules and Treasury Releases Draft New Legislation

June 10,2009 marked an extraordinary day of announcements affecting executive compensation for both recipients of financial assistance from the Troubled Asset Relief Program (“TARP”) and other publicly held companies, including:

  • The U.S. Department of the Treasury (“Treasury”) issued a statement outlining the Administration’s expectations and planned legislative proposals for executive compensation reform for publicly held companies.
  • The Securities and Exchange Commission (“SEC”) announced it will soon be proposing new expanded compensation disclosure rules that could take effect in time for the 2010 proxy season.
  • The Treasury issued regulations providing its much anticipated guidance on standards for executive compensation and corporate governance for TARP recipients.
  • The Treasury established an Office of the Special Master for TARP Executive Compensation (the “Special Master”).

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Continue Reading New TARP Executive Compensation Guidance and a Call for Further Reform in Executive Compensation Practices