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

On March 30, 2011, the U.S. Securities and Exchange Commission released its proposed rules (the “Proposed 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 Proposed Rules and provides a number of next steps for affected companies to begin to consider in anticipation of the final rules.