NYSE And NASDAQ Issue FINAL Listing Rule Changes For Compensation Committees And Compensation Advisers

INTRODUCTION

On January 11, 2013, the New York Stock Exchange ("NYSE") and The NASDAQ Stock Market LLC ("NASDAQ") finalized changes¹ to their listing standards addressing compensation committee independence and committee responsibilities when selecting compensation consultants, outside legal counsel, and other advisers. These listing standard changes were required to comply with the SEC's adoption of Rule 10C-1 under the Exchange Act of 1934, and represent another step toward implementing Section 952 of the Dodd-Frank Wall Street Reform and Accountability Act of 2010 ("Dodd-Frank") and its directive that the exchanges adopt listing standards that, among other things, require compensation committees to: