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ARTICLE · 01 FEBRUARY 2022

SEC Reopens Comment Period For 2015 Pay-versus-Performance Proposal

It's been almost 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, but amazingly, no rules have yet been adopted to implement that mandate.

United StatesCorporate/Commercial Law

It's been almost 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, but amazingly, no rules have yet been adopted to implement that mandate. Even more amazing, the SEC is still working on it.  As expected, on Thursday last week, the SEC announced that it had reopened the comment period on rules, originally proposed in 2015, that would require disclosure of information reflecting the relationship between executive compensation actually paid by a company and the company's financial performance. The reopening of the proposal is due in part "to certain developments since 2015 when the proposing release was issued," particularly, "developments in executive compensation practices."  Here is the SEC's original proposing release, fact sheet and the proposal reopening the comment period. According to SEC Chair Gary Gensler in his statement on the reopening of the proposal, "this proposed rule would strengthen the transparency

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