TheCorporateCounsel.net

January 27, 2011

Four of Corp Fin’s Dodd-Frank Rulemakings Delayed

In its “Implementation of Dodd-Frank Act” rulemaking timeline, the SEC pushed back its estimate yesterday of when it will push out proposed rules from April-July to August-December for the following topics:

- Pay-for-performance disclosure (how compensation is related to financial performance; Section 953)
- Pay ratios (ratio of CEO pay to average employee pay; Section 954)
- Clawback policies (clawback of the compensation of current and former officers upon restatement; Section 954)
- Hedging policies (whether company has a policy regarding the ability of directors and employees to hedge; Section 955)

This delay is not surprising given that there are no deadlines for these rules under Dodd-Frank – and given the vast number of required rulemakings that the SEC still has on its plate that do have a deadline (as noted in this WSJ article). Also note that the SEC is working with a more limited budget than was expected (as I blogged about before – and will be blogging about more soon). Looking at the new estimated timeframes for these four proposals, it’s possible that these rules may not be finalized in time to apply to the 2012 proxy season.

Note that these rulemakings are not included in the SEC’s semi-annual regulatory agenda that came out last month (and whose information is good as of September 30th, the end of the SEC’s fiscal year). Two non-Dodd-Frank rulemakings potentially are in the works according to this agenda: consolidation and enhancement of risk disclosures and requiring voluntary filers to comply with the SEC rules when they do voluntarily file.

Today’s Webcast: Pat McGurn’s Forecast for 2011 Proxy Season: Wild and Woolly

Tune in today for the webcast – “Pat McGurn’s Forecast for 2011 Proxy Season: Wild and Woolly” – to hear Pat McGurn of ISS give a recap of what transpired during the 2010 proxy season and predict what to expect for the upcoming proxy season. Please print off Pat’s presentation before the program so you can refer to it.

As all memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.

SEC Completes Pair of Congressional Studies on Brokers & Investment Advisors

Yesterday, the SEC released a 46-page Congressional study – as required by Section 919B of Dodd-Frank – regarding improved access to registration information about brokers and investment advisors.

And last Friday, the SEC released a 208-page Congressional Study – as required by Section 913 of Dodd-Frank – regarding the effectiveness of the standards of care required of broker-dealers and investment advisers providing personalized investment advice about securities to retail customers. Here’s a Davis Polk memo that discusses the study’s recommendations.

- Broc Romanek