Dodd-Frank.com

ISS to Recommend Annual Say-On-Pay Votes and Shifts Course on Director Attendance

By

ISS has issued its 2011 Corporate Governance Policy Update.  As expected, it will recommend voting for an annual say-on-pay vote and the update addresses other matters of importance to public issuers. Frequency of Advisory Vote In line with its overall client feedback, ISS is adopting a new policy to recommend... Read More

Topics: Executive Compensation, Public Companies and Securities

Should Public Companies Include the Optional Advisory Vote on Parachute Arrangements?

By

The proposed rules on say-on-pay under Section 951 of the Dodd-Frank Act permit issuers to include an optional advisory vote on golden parachute arrangements in proxy statements for annual meetings.  The advantage of doing so is that in certain circumstances the issuer will not have to include an optional advisory... Read More

Topics: Executive Compensation, Public Companies and Securities

SEC Chairman Speaks to NACD — Upcoming Rulemaking; Recent Proxy Rules

By

Yesterday, Mary L. Schapiro, Chairperson of the SEC, addressed the National Association of Corporate Directors. She reviewed several recent SEC proxy rules which pre-date Dodd-Frank and gave a timetable regarding future Dodd-Frank rulemaking. Ms. Schapiro called out in particular the new proxy rules requiring disclosure of the factors in a... Read More

Topics: Executive Compensation, Public Companies and Securities

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

By

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

By

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