The Corporate Governance and Compensation Provisions of the Dodd-Frank Act


The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) includes several important corporate governance and compensation provisions that will impact most public companies. These provisions will:

• expand the disclosure required in the annual proxy statement, particularly in the areas of executive compensation;

• require public companies to solicit advisory votes on executive compensation (“Say-on-Pay”) and, in the event of a merger or other extraordinary transaction, certain “golden parachute” payments;

• require listed companies to reconsider compensation committee independence and the use of advisers, such as compensation consultants and legal counsel; and

• require the adoption or revision of certain policies, such as a policy providing for the recovery of executive compensation in the event of a restatement.

Because many of these provisions – including Say-on-Pay – will likely impact the 2011 proxy season, it is important to begin preparing now for all of the new statutory requirements, the SEC’s implementing regulations, and new stock exchange listing standards.

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