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Corporate Governance

: The Harvard Law School Corporate Governance Blog

Final SEC Rules on Say-on-Pay Voting and Disclosures

By Harvard Law School Program on Corporate Governance

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Editor?s Note: This post comes to us from John J. Cannon, a partner in the Executive Compensation and Employee Benefits Group at Shearman & Sterling LLP, and is based on a Shearman & Sterling Client Memorandum by Mr. Cannon, Jeffrey Crandall, Kenneth Laverriere, Doreen Lilienfeld and Linda Rappaport. An earlier post by Lucian Bebchuk and Robert Jackson on the SEC rule concerning say-on-pay voting is available here.

The Securities and Exchange Commission released final rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act on January 25, 2011. [1]

The Dodd-Frank Act requires (1) a non-binding shareholder vote on executive compensation, (2) a non-binding shareholder vote on the frequency of the say-on-pay vote, (3) disclosure of ?golden parachute? arrangements in connection with specified change in control transactions, and (4) a non-binding shareholder vote on golden parachute arrangements in connection with these change in control transactions.

Click here to read the complete post...

Full post as published by The Harvard Law School Corporate Governance Blog on February 02, 2011 (boomark / email).

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