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A Look Forward to 2012

(The following post originally appeared on ONSecurities, a top Minnesota legal blog founded by Martin Rosenbaum to address securities, governance and compensation issues facing public companies.)

December 30, 2011

My plans for New Year’s Eve are saved! I don’t need to sit at home on Saturday night waiting for the SEC’s to-be-issued proposed and final rules under the Dodd-Frank Act that have been long been listed on the SEC's Dodd-Frank web page under the category “December 2011 (planned).” I checked again today, and I found that the caption above those items has now been changed to “January – June 2012 (planned).” Further, the items that had been labeled “January – June 2012 (planned)” have been changed to “July – December 2012 (planned).”

Therefore, public companies have a lot to look forward to from the SEC in 2012, subject to the possibility that the agencies best-laid “plans” will go astray again:

  • Proposed and final rules for disclosure of pay vs. performance and pay equity (Dodd-Frank Section 953).
  • Proposed and final rules disclosing the company’s policy toward hedging (Section 955).
  • Independence standards for the compensation committee and standards for compensation committee advisors (Section 952).
  • Recovery of incentive compensation – rules directing the exchanges to require listed companies to implement clawback policies in connection with accounting restatements (Section 954).

Not to mention an interesting second proxy season involving say-on-pay advisory votes, and the possibility of shareholder proposals under Rule 14a-8 regarding proxy access. Stay tuned. As always, the ON Securities Cheat Sheet has been freshly updated to reflect all of the new “planned” dates and is always available at the right side of the home page.


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