Executive Compensation
RSS Feed Email Print
Share
View divider Overview divider Attorneys divider Matters divider a-ecblog.gif divider PDF Version
Practice Contacts
Michael Melbinger
T: +1 (312) 558-7588 | Email
Press Contact
Jill Delaney
Public Relations Manager
T: +1 (312) 558-3734 | Email
Follow UsFollow Us on Twitter!
Resource Center
BenefitsLink.comCompensationStandards.comOnSecurities.comExecutive Pay and Loyalty
Recent Publications
Minnesota Joins Movement to Limit Private Employer’s Criminal History Inquiries in Application Process U.S. Supreme Court Holds that FEGLIA Preempts State Laws Purporting to Change Designated Life Insurance Beneficiary EEOC Issues Revised Guidance on Application of the ADA to Cancer, Diabetes, Epilepsy, and Intellectual Disabilities
Topics
10b5-1   401(k)   409A   award season   bonus payments   clawbacks   Compensation Committees   Dodd-Frank   ERISA   executive compensation   FICA   foreign executives   health care   health plans   ISS   JOBS Act   NASDAQ   pledging   proxy season   QSERP   realizable pay   RSU   S-8   SEC   share pledging   Shareholder Say on Pay   SOX   SUB payments   taxation of property transferred   top-hat   whistleblower  
Other Winston & Strawn Blogs
Advertising, Marketing & Privacy Law News Energy Industry Watch Maritime FedWatch Privacy Law Corner Winston and the Legal Environment
EXECUTIVE COMPENSATION BLOG
Welcome to Winston & Strawn's Executive Compensation Blog. This blog features updates and discussion on the most current executive compensation issues and developments, as well action item reminders and strategies. We hope you enjoy learning a little bit about our practice area interest and reading these articles.

My commitment to the reader is that I will keep the Blogs short and to the point. I only post 2 or 3 times each week, depending on what is new and important, so I won't clog your email with a bunch of lengthy newsletters that you never have time to read.

To subscribe to these updates, please see the RSS icon at the top right of the page.
About the Blogger
Michael S. Melbinger
Partner
Chair, Employee Benefits and Executive Compensation Practice
Chicago Office
Blog Tools Recent Postings | All Postings | Power Search | Attorney Login
February 25, 2009
SEC Issues Lame Interpretations of Critical ARRA/EESA Provisions

On February 24, 2009, the SEC released three Compliance and Disclosure Interpretations, which it says "comprise the Division's interpretations of Section 7001 of the American Recovery and Reinvestment Act of 2009," which amended Section 111(e) of the Emergency Economic Stabilization Act (EESA). Regrettably, these interpretations are nearly useless for those of us in the real world trying to make judgments that comply with the law. (See Broc's Blog for some "cheeky" commentary.) 

Q&A number one advises us that a separate shareholder vote on executive compensation is not required for any meeting other than the annual meeting of shareholders for which proxies will be solicited for the election of directors or a special meeting in lieu of such annual meeting.

Q&A number two advises us that, if a smaller reporting company is subject to the EESA's Say-on-Pay provision, it need not provide compensation discussion and analysis under Item 402 of Regulation S-K.

Q&A number three addresses the most important issue facing financial institutions that participated in TARP: Whether the institution must include its own proposal in this year's proxy statement to have shareholders approve executive compensation in order to comply with EESA Section 111(e)(1). However, instead of answering this critical question, the interpretation refers to Senator Dodd's letter of last week on this matter—without approving or disapproving of the letter's views—and advises us that, if the company "determines to comply with EESA Section 111(e)(1)" by including its own proposal to have shareholders approve executive compensation, the company will be required to file a preliminary proxy statement pursuant to Exchange Act Rule 14a-6(a).  If the company faces special circumstances and would like to request acceleration of Rule 14a-6(a)'s 10-day review period, it "should contact the Assistant Director of the office that reviews the company's filings to discuss the special circumstances the company faces and how the ten-day review period could be accelerated." A non-answer.



Michael S. Melbinger