In September 2010, the SEC posted a proposed schedule for considering rules to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This schedule can be found at http://www.sec.gov/spotlight/dodd-frank/ dfactivity-upcoming.shtml. The schedule for rulemaking to implement Dodd-Frank provisions related to compensation, corporate governance and securities offerings is as follows:

October‑December 2010 (planned)

  •  §413 – Propose rules to revise the “accredited investor” standard, with a goal of adoption by April‑July 2011
  •  §926 – Propose rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated, with a goal of adoption by April‑July 2011
  • §951 – Propose rules regarding shareholder votes on executive compensation and golden parachutes, with a goal of adoption by January‑March 2011
  • §951 – Propose rules regarding disclosure by investment advisers of votes on executive compensation, with a goal of adoption by January‑March 2011
  • §952 – Propose exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; propose disclosure rules regarding compensation consultant conflicts, with a goal of adoption by April‑July 2011

April‑July 2011 (planned)

  • §§953 and 955 – Propose rules regarding disclosure of pay-for-performance, pay ratios and hedging by employees and directors
  • §954 – Propose rules regarding recovery of executive compensation
  • §957 – Propose rules defining “other significant matters” for purposes of exchange standards regarding broker voting of uninstructed shares