Dodd-Frank.com

Say-on-Pay Issues — What to Expect this Month from the SEC

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The SEC has announced that it expects to issue proposed rules on say-on-pay during October 2010.  This rulemaking is important for public companies because Dodd-Frank mandates that all proxy statements for the first annual shareholders meeting held after January 21, 2011 include a say-on-pay proposal. The SEC has been soliciting... Read More

Topics: Executive Compensation, Public Companies and Securities, Uncategorized

Sarbanes-Oxley Prevents Indemnification for Clawback Claims – Dodd-Frank Implications

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Sarbanes-Oxley requires executives to reimburse their public company employers for bonuses and profits realized from the sale of company stock for the 12 month period following the filing of a false financial report that requires a financial statement restatement.  The recent Second Circuit Court of Appeals DHB Industries, Inc. case... Read More

Topics: Executive Compensation, Litigation

More Clues on the SEC Dodd-Frank Timeline

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SEC Chair Mary Schapiro testified before the Senate Committee on Banking, Housing, and Urban Affairs on September 30, 2010. In so doing she gave more clues on the SEC’s regulatory priorities under the Dodd-Frank Act and timing for rulemaking actions.  OTC Derivatives.  Title VII of the Dodd-Frank Act provides a... Read More

Topics: Banking, Energy, Executive Compensation, Private Equity, Public Companies and Securities

NYSE Submits Proposed Rule to SEC on Elimination of Broker Discretionary Voting on Executive Compensation Matters

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Pursuant to Section 957 of the Dodd-Frank Act, the New York Stock Exchange submitted a proposal to amend NYSE Rule 452 and NYSE Listed Company Manual Section 402.08 to prohibit member organizations from voting uninstructed shares if the matter to be voted on relates to executive compensation.  The NYSE is... Read More

Topics: Executive Compensation, Public Companies and Securities