SEC Proposes Compensation Committee Listing Standards and Compensation Consultant Disclosure Requirements as Mandated by the Dodd-Frank Act
6 April 2011
Mayer Brown Legal Update
On March 30, 2011, the U.S. Securities and Exchange Commission (SEC) unanimously approved its proposing release “Listing Standards for Compensation Committees,”1 to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which added Section 10C to the Securities Exchange Act of 1934 (Exchange Act). This provision requires the SEC to adopt rules directing the national securities exchanges to prohibit the listing of equity securities of any issuer not in compliance with the compensation committee independence requirements and compensation adviser requirements set forth in the Dodd-Frank Act, and to adopt disclosure rules concerning compensation consultants and conflicts of interest.