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

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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 compensation ("Say-on-Pay") and golden parachute compensation (Release No. 33-9178) (the "Final Rules").

As we previously commented (see our blog from October 21, 2010 "Time to Get Ready for Say-on-Pay as SEC Releases Proposed Rules"), the Reform Act implemented numerous new laws affecting executive compensation and corporate governance at publicly-held companies. Section 951 of the Reform Act requires that publicly held corporations provide their shareholders with the ability to render separate advisory votes to approve: (1) executive compensation ("Say-on-Pay"), (2) the frequency of Say-on-Pay votes ("Say-on-Frequency"), and (3) golden parachute arrangements for the company's named executive officers ("NEOs") in connection with merger/acquisition and other similar ("M&A") transactions ("Say-on-Golden Parachutes"). The shareholder votes are advisory in effect and are not binding on the company or its board of directors. The Reform Act also gave the SEC the authority to exempt certain companies, such as smaller reporting companies, from these requirements.

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