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ARTICLE · 11 APRIL 2011

SEC Proposes New Rules For Compensation Committees And Compensation Consultants

Fenwick
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The SEC has proposed rules to implement Dodd- Frank Act Section 952, requiring national securities exchanges to prohibit the initial or continued listing of any stock of a company that does not satisfy Compensation Committee member independence criteria and Compensation Committee adviser independence criteria.

United StatesEmployment and HR
Scott Spector
Scott Spector
Gerald Audant
Gerald Audant
Nicholas Frey
Nicholas Frey
Elizabeth Gartland
Elizabeth Gartland
Shawn Lampron
Shawn Lampron
John Ludlum
John Ludlum
Blake Martell
Blake Martell
Horace Nash
Horace Nash
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SUMMARY

The SEC has proposed rules to implement Dodd- Frank Act Section 952, requiring national securities exchanges to prohibit the initial or continued listing of any stock of a company that does not satisfy Compensation Committee member independence criteria and Compensation Committee adviser independence criteria. It also proposed new disclosure requirements about use of compensation consultants and any related conflicts of interest. Given the time required for the stock exchanges to propose and adopt new listing standards, the principal impact of the Proposal should be felt in the 2012 proxy season.

The Proposal is available here: http://www.sec.gov/rules/proposed/2011/33-9199.pdf

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