The SEC will hold an open meeting on January 25, 2011 to consider whether to adopt the proposed rules regarding shareholder advisory votes to approve: (1) the compensation of executives, or say on pay votes; (2) the frequency of shareholder say on pay votes; and (3) golden parachute arrangements. We previously discussed these proposals in the October 25, 2010 issue of Securities & Financial News to Note.

The SEC will also consider whether to propose rule amendments that would implement Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) regarding the definition of “accredited investor.” Section 413(a) of Dodd-Frank provides that the SEC must adjust the net worth standard in the definition of accredited investor to provide that natural persons cannot include the value of their primary residence in determining whether they meet the $1 million net worth accredited investor test under Rule 506. As discussed in the August 9, 2010 issue of Securities & Financial News to Note, the Division of Corporation Finance issued new Compliance and Disclosure Interpretations (CDIs) which confirmed that this change was effective immediately upon the enactment of Dodd-Frank and provided guidance on how to calculate the value of the primary residence.