Lawyer Article
Preparing Proxy Statements Under the SEC’s Enhanced Disclosure Rules
July 14, 2010
Republished courtesy of New York University Law Journal.
Full title: Preparing Proxy Statements Under the SEC's Enhanced Disclosure Rules Regarding Executive and Director Compensation, Risk Assessment and Corporate Governance Matters
Abstract
On December 16, 2009, the Securities and Exchange Commission (the "SEC") adopted rule amendments (the "amendments" or the “new rules”) designed to enhance proxy statement disclosures relating to executive and director compensation, risk assessment and corporate governance matters. Specifically, the amendments require new and/or enhanced disclosures regarding (i) the relationship between risk management and compensation policies and practices, (ii) executive and director stock and option awards, (iii) director and nominee qualifications and legal proceedings, (iv) the board of directors’ leadership structure and role in risk oversight and (v) potential conflicts of interest arising from the engagement of compensation consultants. The enhanced disclosure requirements became effective on February 28, 2010, and thus have applied to most public companies during the 2010 proxy season.
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About Diane Fuchs
Diane J. Fuchs is a member of Womble Carlyle Sandridge & Rice, PLLC, practicing in the Firm’s employee benefits group. Based in the Firm’s Washington, D.C. office, Ms. Fuchs has over 28 years of legal experience in the areas of employee benefits and executive compensation.
About Jane Jeffries Jones
Jane Jeffries Jones is a member of Womble Carlyle Sandridge & Rice, PLLC, practicing in its Charlotte, North Carolina office. A member of the Firm’s corporate and securities practice group, she has significant experience in designing equity-based plans and other types of executive compensation plans and arrangements.
About Elizabeth Southern
Elizabeth Carroll Southern is an associate in the Winston-Salem, North Carolina office of Womble Carlyle Sandridge & Rice, PLLC. Ms. Southern advises both public and privately held companies on a variety of transactional, corporate and commercial matters.