Clifford Chance

SEC Finalizes Rules On Say-on-Pay, Say-When-On-Pay and Say-On-Golden Parachutes Votes Under Dodd-Frank

4 February 2011

On January 25, 2011, the Securities and Exchange Commission ("SEC") adopted final rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") that require shareholder advisory votes on certain executive compensation matters. The final rules generally adopt, but in certain cases, modify, proposed rules issued by the SEC on October 18, 2010.

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