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

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... more +
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.    less -
News & Analysis as of

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

Say No More: The Latest Blow to Suits Challenging Proxy Disclosures About Say-On-Pay and Stock Incentive Plans

Over the past eighteen months, public companies have drafted their annual proxy statements knowing that they could become the next target of a new wave of disclosure lawsuits. Those suits have challenged the adequacy of...more

In Case You Missed It - Interesting Items for Corporate Counsel (Cumulative)

As forecast, there is no shortage of law firm memos describing Regulation D changes, including the final rules eliminating the general solicitation ban (here) and prohibiting "bad actor" participation (here) and the proposed...more

Court Dismisses Another Say-On-Pay Disclosure Case

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

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

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

Planning for the 2013 Annual Meeting and Reporting Season

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

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

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

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

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

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

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

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

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

Dodd-Frank Act Means No Summer Vacation for Compensation Committees

While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) is largely directed at reforms within the financial services industry, Congress did not miss its opportunity to adopt regulations on...more

Dodd-Frank Financial Reform Act - Key Corporate Governance and Executive Compensation Provisions

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), arguably the most far-reaching package of financial regulatory reforms since the New Deal....more

Brownstein Hyatt Farber Schreck, LLP Dodd-Frank Act Client Alert

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the...more

The Dodd-Frank Act: Non-Binding “Say-on-Pay” at Public Companies

Among the many elements of the massive Dodd-Frank Wall Street Reform and Consumer Protection Act are provisions applicable to public companies requiring defined “say-on-pay” votes. These are shareholder votes on *executive...more

Senate Passes Dodd-Frank Wall Street Reform and Consumer Protection Act

On Thursday, July 15, 2010, the Senate passed the Dodd-Frank Wall Street Reform and Consumer Protection Act by a vote of 60-39. The bill passed in the House of Representatives on June 30, 2010. The legislation is expected to...more

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