Say on Pay and More: SEC's First Proposed Regulations Implementing Dodd-Frank's Executive Compensation and Governance Requirements

On October 18, 2010, the SEC proposed regulations implementing the Say on Pay, Say When on Pay and Say on Golden Parachutes shareholder advisory votes and the disclosure by institutional investment managers of their votes on those matters required by new Section 14A of the Securities Exchange Act of 1934, as amended. The comment period for the proposed regulations closes on November 18, 2010. The below memorandum highlights the key points and clarifications provided by the proposed regulations relating to the shareholder votes on executive compensation and briefly outlines the proposed related institutional investment manager reporting requirements.