Client Alert

SEC Proposes Significant Changes To Executive Compensation And Related Disclosure

February 16, 2006

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The Securities and Exchange Commission ("SEC") recently published for comment amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments would apply to disclosure in proxy and information statements, periodic reports, current reports and registration statements. The proposed amendments are intended to provide investors with a clearer and more complete picture of executive and director compensation and to provide better information about key financial relationships among companies and their executive officers, directors and significant shareholders and their respective immediate family members. These rules are expected to be adopted following a 60-day comment period. Once adopted, it is anticipated that the final rules will be effective in time for the 2007 proxy season.

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