SEC Approves NYSE and Nasdaq Independence Standards for Compensation Committees and Advisers

New listing standards for publicly traded companies require board compensation committees composed of directors that satisfy new independence standards by the first annual meeting after January 15, 2014, or, if earlier, October 31, 2014. The listing standards also require board charters to grant compensation committees, or independent directors setting executive compensation, the power to retain their own advisers by July 1, 2013. Compensation committees, or independent directors setting executive compensation, that retain advisers must evaluate adviser conflicts of interest by July 1, 2013.

On January 11, 2013, the Securities and Exchange Commission (SEC) approved new listing requirements proposed by the New York Stock Exchange LLC (NYSE) and NASDAQ Stock Market LLC (Nasdaq) regarding executive compensation. This is the final step in the SEC’s implementation of Section 952 of the Dodd-Frank Wall Street Reform and Protection Act of 2010, which was discussed in a June 2012 Client Alert.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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