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Bingham: Final NYSE and NASDAQ Rules on Compensation Committees and Advisers

On January 11, 2013, the Securities and Exchange Commission approved
final rules proposed by the NYSE1 and Nasdaq2 in response to SEC rules adopted in June 2012 that implemented Section 952 of the Dodd-Frank Act.3 Both the NYSE and the Nasdaq rules address:

  • The independence of compensation committee members;
  • Compensation committee authority and responsibility for the appointment, compensation and oversight of advisers; and
  • Compensation committee consideration of the independence of advisers.

All listed companies will need to take some action to reflect the new requirements by July 1, 2013, unless they have already done so. Compensation committee charter amendments, or for Nasdaq issuers at least a board resolution,with respect to the “authority” and “independence of advisers assessment” requirements are likely to be necessary, and “independence assessment” homework will be necessary as to any covered adviser who will be providing advice to the committee on or after July 1, 2013.


Click the link below to download the full report.

Final NYSE and Nasdaq Rules on Compensation Committees and Advisers