On June 21, 2012, the Securities and Exchange Commission (SEC) adopted its final rules to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank), which added Section 10C to the Securities Exchange Act of 1934. Section 10C requires the SEC to adopt rules (i) directing the national securities exchanges and national securities associations (Exchanges) to prohibit listing equity securities of any company not in compliance with that Section’s compensation committee (or any committee that performs typical compensation committee functions where there is no designated compensation committee) and compensation adviser requirements, and (ii) requiring additional disclosure regarding a compensation committee’s retention of compensation consultants, as further discussed below. Consistent with the discretion Section 952 afforded the SEC, the final rule exempts smaller reporting companies (i.e. those with a public float below $75 million) from the new listing standards (though not the SEC’s disclosure rule). The Exchanges have until September 25, 2012 to submit their proposed rule changes to the SEC, and such rules must be finalized by June 27, 2013.