On February 9, 2015, the Securities and Exchange Commission (the
"SEC") proposed rules that would require disclosure of
policies permitting or prohibiting hedging by directors, officers
and other employees to hedge or offset any decrease in the market
value of their company's equity securities. The proposed rules,
which are mandated by Section 955 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, would implement new Section
14(j) of the Securities Exchange Act of 1934. The purpose of the
proposed rules, according to the SEC, is to provide transparency to
shareholders about whether employees and directors are permitted by
the company to engage in transactions that mitigate or avoid the
incentive alignment with equity ownership – whether these
securities are granted to them by the company as compensation, in
the open market or otherwise. The proposed amendments would not
require a company to prohibit hedging transactions or adopt
practices or policies
