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

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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.

As we previously commented (see our blog from July 26, 2010 “The Regulatory March to Reform Executive Compensation Practices Takes Another Step Forward”), the Reform Act implemented numerous new laws affecting executive compensation and corporate governance at publicly-held companies. Section 952 of the Reform Act added Section 10C to the Securities Exchange Act of 1934 (the “Exchange Act”). Among other things, Section 10C requires the SEC to adopt rules directing the national securities exchanges and national securities associations (the “Exchanges”) to prohibit the listing of any equity security of an issuer that is not in compliance with Section 10C’s compensation committee and compensation adviser independence requirements.

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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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