SEC Proposes Sweeping Changes for Executive and Director Compensation Disclosure

Prepared jointly by the White & Case Securities Group and the White & Case Executive Compensation, Benefits and Employment Law Group.

On January 30, 2006, the Securities and Exchange Commission (the "SEC") published proposed rules that will significantly change disclosure requirements for executive and director compensation in corporate proxy and registration statements. The proposed rules expand existing tabular disclosure and combine it with more detailed narrative disclosure. In addition to the proposed amendments to executive and director disclosure, the proposed rules also address related party transactions, director independence, revisions to Form 8-K, amendments to the exhibit filing requirements under Form 20-F, and security ownership of officers and directors. The proposed rules will be open to public comment until April 10, 2006. If adopted, the proposed rules would be effective for the 2007