Dodd-Frank Corporate Governance Final Rules: Compensation Committee and Adviser Independence

June 25, 2012

On June 20, 2012, the U.S. Securities and Exchange Commission released its final rules (the “Final Rules”) implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 952 contains a number of provisions generally relating to the independence of compensation committees and their advisers. The attached memorandum summarizes the Final Rules and provides next steps for affected companies to consider.