Jenner & Block

Client Advisory: SEC Proposes Amendments Likely to Impact the 2010 Proxy Season

In this client advisory, Partners Jerry J. Burgdoerfer, William L. Tolbert and Elaine Wolff discuss proposed rule changes announced by the SEC on July 1, 2009 that are aimed at further enhancing shareholder rights.  In particular the proposals would:

  • Implement the Troubled Asset Relief Program (“TARP”) by requiring registrants that received TARP funds to include a separate advisory vote on executive compensation.
  • Enhance the disclosures that registrants are required to make about executive compensation and other corporate governance matters, and clarify certain of the rules governing proxy solicitations.  

The SEC also approved the proposed rule change by the New York Stock Exchange that would eliminate broker discretionary voting for the election of directors.

The authors also discuss the likely impact of the SEC's proposed amendments and actions on the 2010 proxy season.