Corporate Governance Landscape Changes Again

The corporate governance landscape has changed once again with the release of the Dodd draft bill on March 15, 2010. Like the discussion draft, the draft bill, which has not yet been introduced, addresses several corporate governance topics, but with some revisions from the discussion draft. The changes are:

• Independent Compensation Consultants. The draft bill no longer requires any compensation consultant retained to be independent. It now requires only that the compensation committee consider factors relating to the independence of the consultant when making a decision about retaining the consultant. These factors include other services provided by the consultant, fees received by the consultant, conflicts of interest policies, business or personal relationships, and issuer stock owned by the consultant. The provision also applies to the compensation committee's selection of legal counsel and other advisors.