Section 971 of the Dodd-Frank Act provides that the SEC may prescribe rules that permit shareholders to include nominees for election as directors in proxy statements and prescribe certain procedures the issuer must follow. This provision will eliminate debate that has occurred in the past as to whether the SEC... Read More
The FDIC Board of Directors today approved the creation of a new Office of Complex Financial Institutions (CFI) and Division of Depositor and Consumer Protection (DCP) to help carry out its responsibilities under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The CFI will perform continuous review and oversight... Read More
The Dodd-Frank Act expands the areas in which brokers are prohibited from voting unless they have received specific client instructions. Section 957 of the Act amends the Securities Exchange Act of 1934 to prohibit brokers from voting uninstructed shares on issues related to executive compensation (including the new “say on... Read More
Section 954 of the Dodd_Frank Act requires national securities exchanges (meaning for instance, the NYSE, Amex and Nasdaq) to adopt rules as directed by the SEC, which rules will require issuers to develop and implement a policy providing: for disclosure of an issuer’s policy on incentive compensation that is... Read More
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires certain investment advisers to “private funds” to maintain certain records and file reports with the SEC for the purpose of providing the SEC and the Financial Stability Oversight Council with an opportunity to identify potential systemic risk in the system... Read More
HP’s Chief Executive Officer, Mark Hurd, resigned after an investigation disclosed that Hurd had a “close personal relationship” with an H-P contractor hired by the Office of the CEO and that “Mark never disclosed that.” According to HP’s General Counsel, “there were instances of compensation and reimbursement for services that were... Read More
I have been thinking about the new Dodd-Frank requirement for public companies to report the ratio of the median annual total compensation of all the company’s employees (other than the CEO) to the CEO’s annual total compensation. This is a provision that requires SEC regulatory guidance before it becomes effective,... Read More
The Dodd-Frank Act and the Sarbanes-Oxley Act both have provisions for clawbacks. Public companies need to be familiar with all of these provisions. Dodd-Frank Section 954 of the Act requires national securities exchanges to adopt rules as directed by the SEC, which rules will require issuers to develop and implement... Read More
The Dodd-Frank Act contains a number of provisions designed to improve the independence and operations of Compensation Committees. But in doing so, has Congress made it more difficult – if not impossible – for a company’s regular outside law firm to assist its Comp Committee? The Act provides that a... Read More
Bloomberg is reporting the SEC is in a rift over clawback policies. “The U.S. Securities and Exchange Commission is divided over when to seize pay from executives who unwittingly benefit from accounting fraud, a rift that has triggered internal disagreements over cases, according to people with direct knowledge of the... Read More