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Looking Back on 2010, and Looking Forward to a New Year

(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 29, 2010

To quote the old Virginia Slims ad, we’ve come a long way, baby.

As we close out a very eventful year, it’s interesting to look back on how far corporate governance and executive compensation reforms have come since the end of 2009. I pulled out a copy of the December 23, 2009 version of the ON Securities Cheat Sheet and was reminded that, a year ago, there were almost as many reform bills suspended in Congressional committees as there are members of Congress. That version of the Cheat Sheet summarized the provisions of the “Schumer Bill,” the “Frank Bill” (which was a repackaged version of the Obama Bill), and several other bills. The bills contained diverse but overlapping restrictions and limitations, responding to the fact that the near-collapse of the banking system and the worldwide economy was still fresh in everyone’s mind.

As we all know, after a long and tangled legislative process, what resulted was the Dodd-Frank Act. [For a musical lesson on how a bill makes its way through the legislative process, see this previous post, which in turn links to the “I’m Just a Bill” episode of the Schoolhouse Rock television show.]

In turn, the Act resulted in a long laundry list of anticipated SEC rulemaking projects, continuing into 2011. For a status report on the SEC’s rulemaking progress, see the latest version of the Cheat Sheet (PDF) (always available by clicking the box at the right side of the home page). As the Cheat Sheet shows, we’re waiting for proposed and final SEC rules on a variety of Dodd-Frank Act provisions. We’re also waiting for the results of the legal challenge to the proxy access rule, as described in this previous post.

I just updated the Cheat Sheet to reflect that the SEC did not meet its announced timetable for proposing independence standards for compensation committees and their advisors. These proposed rules were scheduled for December, but the Dodd-Frank rulemaking timetable on the SEC web site has been changed and now lists the proposed rules in the January-March 2011 time frame.

One More Frequency Vote Scoreboard in 2010

One last time in 2010, here is an updated scoreboard of the proxy statements filed so far that include the shareholder advisory votes required under the Dodd-Frank Act, including the ‘Say When on Pay” frequency vote. Based on Mark Borges’ updated tally (as of December 23) of 58 companies’ proxy statements in his Proxy Disclosure Blog on (subscription site), here’s the score:

Triennial Say-on-Pay vote recommendation: 32 companies
Biennial Say-on-Pay vote recommendation: 6 companies
Annual Say-on-Pay vote recommendation: 14 companies
No recommendation: 6 companies

The above tally included thirteen smaller reporting companies (7 triennial recommendations, 2 biennial recommendations and 4 annual recommendations).


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