BUSINESS LAW CLIENT ALERT: Patton Boggs Memorandum on Executive Compensation Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act

    30 June 2010

    On June 29, 2010, a memorandum prepared by the Patton Boggs Financial Services Policy Group, summarized a number of the key provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). Among the topics that was identified and briefly summarized were provisions which deal with executive compensation.

    The firm's ERISA, Employee Benefits and Executive Compensation practice group has put together a more detailed Memorandum which analyzes the executive compensation provisions of the Act and provides commentary where appropriate.

    In general, the Act would establish new rules for --

    • shareholder "say-on-pay" votes
    • compensation committee independence (including compensation consultant independence) and disclosure
    • expanded proxy disclosure (pay vs. performance)
    • compensation clawbacks
    • hedging disclosure
    • enhanced compensation disclosure for financial institutions

    Each of these areas are addressed in the Memorandum.