Dodd-Frank Wall Street Reform and Consumer Protection Act › Say-on-Pay

The Dodd-Frank Wall Street Reform and Consumer Protection Act is a United States federal statute signed into law on July 21, 2010. The Act was passed in response to the Great Recession of the late 2000s and includes broad reforms related to many aspects of the financial and banking industry. Notable sections of the Act include stricter regulations of the derivatives market, as well as the Volcker Rule, which restricts the trading practices of FDIC-insured institutions.

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News & Analysis as of May 23, 2013

Court Dismisses Another Say-On-Pay Disclosure Case

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 4/9/2013

The District Court for the Northeastern District of Illinois recently granted a Rule 12(b)(6) motion to dismiss an action styled Noble v. AAR Corp. The plaintiff alleged that the company failed to provide adequate...more

Use Of Additional Soliciting Materials Remains Constant In 2013

by Ethan Mark | Leonard, Street and Deinard - Dodd-Frank and... on 4/8/2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote. Often the filings are made in connection...more

Delaware Federal Court Dismisses Say-on-Pay Complaint

by Eric S. Almon | Holland & Knight LLP on 4/3/2013

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that...more

Dodd-Frank News - March 2013: Dodd-Frank Wall Street Reform And Consumer Protection Act Monthly Update

by Rachel Cash, David Elliott, Kristin Peters, Jordan Teague | Burr & Forman on 3/27/2013

In This Issue: - Recent Cases ..CFTC Jurisdiction Under the Commodity Exchange Act ..Dodd-Frank Amendment to the TILA ..Preemption ..Say-On-Pay Voting ..Pre-Dispute Arbitration Agreements ...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

Preparation for 2012 Fiscal Year-End SEC Filings and 2013 Annual Shareholder Meetings

by Megan Gates, Pamela Greene | Mintz Levin - Corporate & Securities on 2/25/2013

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Skadden, Arps, Slate, Meagher & Flom LLP

Planning for the 2013 Annual Meeting and Reporting Season

by Andrew Brady, Brian V. Breheny, Marc S. Gerber, Richard J. Grossman, Neil M. Leff, Regina Olshan, Michael Rogan, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 2/19/2013

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Dodd-Frank News: January 2013: Dodd-Frank Wall Street Reform And Consumer Protection Act Monthly Update

by Rachel Cash, David Elliott, Kristin Peters, Jordan Teague | Burr & Forman on 1/25/2013

In This Issue: - RECENT CASES . Dodd-Frank Challenges Under the Administrative Procedure Act and Commodity Exchange Act . Preemption . Whistleblower Protection Under the Dodd-Frank Act . Arbitration...more

Skadden's 2013 Insights

by Skadden, Arps, Slate, Meagher & Flom LLP on 1/18/2013

We are pleased to provide a collection of commentaries on the critical legal issues facing our clients in 2013. There is hope that global economic and market conditions will continue to improve despite ongoing...more

SEC's New Position on Voting Buttons Necessitates Changes to Online and Telephone Proxy Solicitation

by Paul S. Lawler | Holland & Knight LLP on 1/10/2013

The SEC recently informed service providers in the proxy distribution industry of a new interpretive position regarding the use of voting buttons. According to the new SEC staff position, service providers must present...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

A Proxy Season Update -- Preparing for 2013

by Ryan M. Reardon, Susan B. Zaunbrecher | Dinsmore & Shohl LLP on 12/28/2012

As the landscape surrounding proxy materials and annual report disclosures continues to shift, it is important for public companies to anticipate such changes and ensure they are best positioned to respond. Below is a summary...more

The “Say on Pay” Learning Curve

by MoFo Tech on 12/18/2012

Companies have now been through two proxy seasons under the 2010 Dodd-Frank Act’s “Say on Pay” provision, which calls for investor advisory votes on executive compensation. And some have not had an easy time of it....more

Perspectives - Fall 2012 | Volume 3, Edition 2: An Executive Compensation, Benefits & Human Resources Law Update

by Bradley A. Benedict, Ana N. Damonte, Sarah A. Good, Peter J. Hunt, Mark Jones, Scott E. Landau, Cindy V. Schlaefer | Pillsbury Winthrop Shaw Pittman LLP on 12/13/2012

In This Edition: - Year-end Deadline for Correcting Section 409A Deferred Compensation Arrangements That Condition Payment on an Employee Release or Covenant: By December 31, 2012, all deferred compensation...more

Smith Anderson Obtains Dismissal of Dodd-Frank Act “Say on Pay” Claims

by Isaac Linnartz, K. Alan Parry, Donald H. Tucker, Jr | Smith, Anderson, Blount, Dorsett, Mitchell &... on 10/1/2012

In a groundbreaking new decision, the United States District Court for the Eastern District of North Carolina has dismissed “say on pay” claims against officers and directors of Dex One Corporation. Smith Anderson served as...more

IPO On-Ramp: The Emerging Growth Company

by Bonnie J Roe | Cohen & Gresser LLP on 5/31/2012

Originally published in Business Law Today - May 2012. The JOBS Act springs from a belief that smaller companies are the engines of economic growth and job creation. In this view, the decline of the smaller company...more

Current SEC Guidance for “Emerging Growth Companies” Seeking to Take Advantage of JOBS Act

by Davis Wright Tremaine LLP on 5/30/2012

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April with a goal of improving access to capital markets and easing compliance burdens for newer and smaller public companies. Among other things, the...more

The Dodd Frank Act: A Guide to the Corporate Governance, Executive Compensation, and Disclosure Provisions

by Sheppard Mullin Richter & Hampton LLP on 8/17/2011

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”)1 became law on July 21, 2010. The primary purpose of the Act is to identify and manage threats to the stability of the nation’s financial system, such...more

Say-On-Pay Voting Results through March 6, 2011

by Sheppard Mullin Richter & Hampton LLP on 3/8/2011

Our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results, can be found here. The results are sorted by the company's SEC filer status and by the date...more

Say-On-Pay Voting Results through February 28, 2011

by Sheppard Mullin Richter & Hampton LLP on 3/2/2011

Our latest update on Say-on-Pay and frequency voting results, which includes summary results and detailed company-by-company results, can be found here (see full alert below for link). The results are sorted by the company's...more

SEC Adopts “Say On Pay” And Golden Parachute Approval Rules

by Loeb & Loeb LLP on 2/23/2011

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, the Securities and Exchange Commission adopted rules governing shareholder approval of executive compensation (“say-on-pay”)...more

Corporate and Securities Alert - “Say on Pay” Final Rules

by Fenwick & West LLP on 1/28/2011

On January 25, 2011, the SEC issued final rules (“Final Rules”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements....more

Say on Pay and Say on Frequency - 2011 Proxy Season

by nancy lieberman on 1/28/2011

The SEC recently adopted final rules for disclosure of Say-on-Pay, Say-on-Frequency and golden parachute arrangements. Say-on-Pay and Say-on-Frequency apply in 2011 to all public companies other than smaller public companies....more

LegalMinds Interview: “Say on Pay” and Other Issues for the Upcoming Proxy Season

by Bruce Colwin on 12/28/2010

Each proxy season seems to be getting more and more complicated in terms of the new requirements as to what both the SEC and shareholders expect and this year will be no exception. According to David Lynn, Co-chair of...more

Corporate and Securities Alert: “Say on Pay” Rules Proposed

by Fenwick & West LLP on 11/2/2010

The SEC has released a rule proposal (“Proposal”) designed to implement provisions of the Dodd-Frank Act relating to shareholder approval of executive compensation and golden parachute compensation arrangements. We believe...more

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