This Client Alert provides an overview of the changes made in the final rules (from the proposed rules) with respect to Say on Pay, Say When on Pay and Say on Golden Parachutes, reviews the current environment with respect to company responses, briefly discusses implementation issues, and provides an update on SEC Regulatory action on other executive compensation provisions in Dodd-Frank.

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On December 14, 2010, Institutional Shareholder Services (ISS) issued its 2011 US Compensation Policy Frequently Asked Questions (FAQs) about several key policy areas: frequency of advisory vote on executive compensation; problematic pay practices/commitments on problematic pay practices; and, votes on golden parachutes. This Client Alert summarizes the FAQs and discusses potential implications.

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On November 19, 2010, ISS released its 2011 Policy Updates to its proxy voting guidelines. The 2011 Policy Updates apply to companies with shareholder meetings occurring on or after February 1, 2011. This Alert provides a quick summary of these Policy Updates as they relate to compensation issues.

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This Client Alert discusses the SEC's recently proposed rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to: Say on Pay-nonbinding shareholder advisory vote on the executive compensation disclosures in the proxy; Say When on Pay-nonbinding shareholder advisory vote on the frequency with which shareholders will vote on the executive compensation disclosures; and Say on Golden Parachutes-disclosure and nonbinding shareholder advisory vote on golden parachute arrangements when shareholders are asked to approve a merger or other corporate transaction. The Alert also discusses implementation issues and practical considerations, including those pertinent to determining a board recommendation with respect to the Say When on Pay vote.

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This Client Alert provides an overview of the executive compensation and corporate governance provisions of two recent pieces of legislation that are the most relevant and possibly have the greatest chance of gaining traction, H.R. 4173, the Wall Street Reform and Corporate Protection Act of 2009, and Senator Dodd's Bill, the Restoring American Financial Stability Act of 2010. A table providing a detailed summary of the executive compensation and corporate governance provisions of these bills follows this Client Alert (Table 1). The Client Alert also discusses issues companies should consider if two provisions, say on pay and election of directors by majority vote, become law.

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This Client Alert looks at the three sets of updates to the Compliance and Disclosure Interpretations (C&DIs) that the SEC released on January 20, 2010, February 16, 2010 and March 1, 2010, which concern the new proxy disclosure rules and transitions to these rules.

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The IRS recently released a Chief Counsel Memorandum that addresses the proper year in which a tax deduction can be taken related to an annual bonus. This Alert summarizes the guidance and lists some practical considerations for companies as they review how this guidance might impact them.

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This Alert provides a summary of the final modifications to the Proxy Disclosure Rules adopted by the SEC on December 16, 2009. The new rules are effective February 28, 2010 and will impact proxy and information statements, Form 10-Ks, and Form 8-Ks filed on or after that date.

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This Alert provides a summary of RiskMetrics 2010 Policy Updates. Among other changes, RiskMetrics is changing its methodology for determining stock price and volatility and has changed its burn rate table. RiskMetrics also provides some additional guidance in its Compensation FAQs and added additional requirements for companies that want to utilize the stock option carve-out exception.

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On July 10, 2009, the Securities and Exchange Commission released new proposed rules regarding proxy disclosure and solicitation. This Client Alert summarizes the proposed rules impacting compensation disclosures.

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This Client Alert highlights the compensation-related policy changes RiskMetrics (formerly Institutional Shareholder Services or ISS) is proposing for 2009. These changes include the method RiskMetrics uses to create peer groups, practices it identifies as poor pay practices, the methods it uses in assessing whether there has been a disconnect between pay and performance, and corporate social responsibility compensation-related proposals. The deadline for submitting comments to RiskMetrics on these proposed policies is October 31.

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This Client Alert examines the new executive compensation bill introduced on behalf of Senator Clinton on April 15, 2008. The bill includes provisions which would place a $1 million limit on deferred compensation, require a shareholder vote on executive compensation and golden parachutes, modify the Sarbanes-Oxley Act's clawback provision,and require additional disclosures on executive compensation by federal contractors.

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This Client Alert looks at Revenue Ruling 2008-13 which the IRS issued February 21, 2008. The Revenue Ruling reaffirms the holdings of Private Letter Ruling 200804004, ensures those holdings will have broad application, and allows for the prospective application of its holdings.

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This Client Alert looks at a recent IRS Private Letter Ruling that denied a company's ability to exempt performance-based compensation from Section 162(m)'s $1 million limit when it could be paid in full at target as a result of an employment contract's termination provisions.

*And Your Executives Might Not Be Able to Defer It.

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This Client Alert examines the letters sent by the Congressional Oversight and Government Reform Committee on January 31, 2008 to compensation committee chairs of FORTUNE 250 companies asking them to provide information about their executive compensation consultants' conflicts of interest.

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Edward Hauder delivered this presentation at the January 17, 2007 meeting of the Chicago Chapter of the National Association of Stock Plan Professionals (NASPP). The presentation looked at Institutional Shareholder Services' (ISS) 2007 Proxy Voting Policy Updates that involved compensation. Includes links to ISS' policies and corporate governance ratings information, as well as charts detailing trends in average Shareholder Value Transfer (SVT) by Industry, Trends in SVT Cost of Firms in S&P 500 Index, and 2007 Burn Rates by Industry.

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This Client Alert provides a summary of a recent Congressional Hearing held on December 5th and Report focused on executive pay and compensation. The Hearing and Report examined conflicts of interest among multi-service compensation consultants.

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This Client Alert summarizes the Internal Revenue Service's Notice 2007-49, which clarifies that the IRS will exclude CFOs from being "Covered Employees" for purposes of Code Section 162(m), issued June 5, 2007. This clarification is necessary given the recent changes the U.S. Securities and Exchange Commission made to the compensation disclosure rules.

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This Client Alert looks at the U.S. Securities and Exchange Commission's recently issued amendments to the proxy disclosure rules that were finalized in July 2006. The amendments generally align the proxy disclosure of values associated with awards covered by FAS 123R with the expense recognition specified by FAS 123R. These amendments take the form of interim final rules that will be effective upon publication in the Federal Register and will have the same effective date as the recently finalized proxy disclosure rules. The SEC has provided a 30 day comment period.

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