On June 20, 2012, in furtherance of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission adopted new Rule 10C-1 under the Securities Exchange Act of 1934 and amendments to Item 407 of Regulation S-K1 that, among other things, focused on ensuring the independence of compensation committee members by directing the national securities exchanges to "establish listings standards that … require each member of a listed issuer’s compensation committee to be … ‘independent’ as defined in the listing standards of the exchange." In response to this SEC release, each national securities exchange in late September proposed rule change submissions to comply with new Rule 10C-1.

The requirements of Rule 10C-1 and the proposed new listing standards of each of the NYSE and NASDAQ are summarized below. Once the exchanges’ final listing standards are approved, we will disseminate a comprehensive review updating this Client Alert.

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