July 27, 2009
Authored by: Bryan Cave Leighton Paisner
On July 10, 2009, the Securities and Exchange Commission (the “SEC” or the “Commission”) published the proposed new rules to enhance compensation and corporate governance disclosure in Items 401, 402 and 407 of Regulation S-K, which we reported earlier in our July 2, 2009 bulletin (available here),
For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 17, 2009.
SEC Approves Elimination of Broker Discretionary Voting in Director Elections and Announces Proposed Rule Changes Regarding Executive Compensation and Corporate Governance and “Say on Pay” for TARP Recipients
Yesterday the SEC approved an NYSE proposal that will eliminate broker discretionary voting in director elections. Additionally, the SEC is proposing rule changes that would eliminate (1) certain proxy statement disclosures relating to executive compensation and corporate governance and changes to certain proxy solicitation rules and (2) require recipients of Troubled Asset Relief Program (“TARP”) funds to implement “say-on-pay” practices through the proxy solicitation process.
For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 2, 2009.
On June 29, 2009, the United States Supreme Court rendered its much-anticipated decision in the case of Ricci v. DeStefano, 2009 WL 1835138 (2009), and declared that the City of New Haven, Connecticut had engaged in unlawful disparate treatment discrimination when it refused to implement the results of a promotional exam that revealed a substantial disparate impact on African-American employees. Specifically, the Court held that an employer may not use statistical disparity as the sole basis for changing an employment practice unless there is strong evidence indicating that continuing the practice would violate the disparate impact provisions of Title VII. Ricci is a significant development in the area of discrimination law, and will require employers to consider carefully a wide range of employment practices and decisions.
For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 15, 2009.