Executive Compensation

Inquiring minds want to know whether the SEC will apply new executive compensation disclosure rules for 2010 Proxy Season. This morning, Broc Blogged on the remarks of SEC Chair Mary Schapiro made yesterday at the PLI's annual Securities Law Institute as follows:

But she did not indicate when the proposals would be adopted (a set of proposals that includes the proposed executive compensation rules). At this point, it's clear that these rules [enhanced executive compensation disclosure] will not be adopted on November 9th - as widely rumored for some time - and it's unknown when they will be adopted or if they would still apply to the upcoming proxy season even though time is running short to modify D&O questionnaires to capture new information. Corp Fin Director Meredith Cross indicated on a panel that these rules might indeed apply to the 2010 proxy season, but as I understand it, her statement wasn't definitive so anything can happen. http://www.compensationstandards.com/member/blogs/Consultant/]

Today, John White (former Director of the SEC's Division of Corporation Finance, now with a small NY law firm known as Cravath) and Paula Dubberly (currently Associate Director) each commented that: "you probably ought to begin drafting your officers and directors questionnaire based on the new rules." It doesn't sound promising.