Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

Yesterday, as part of its “Say on Pay” rulemaking proposals, the SEC released its proposed rules for disclosure of golden parachute arrangements in the transactional context in which proxies are solicited.  The Dodd-Frank Act requires that the SEC promulgate these rules, which are to provide that “all persons making a proxy or consent solicitation seeking shareholder approval of an acquisition, merger, consolidation or proposed sale or disposition of all or substantially all of any issuer’s assets” are to “provide disclosure, . . ., of any agreements or understandings that the soliciting person has with its named executive officers (or that it has with the named executive officers of the acquiring issuer) concerning compensation that is based on or otherwise related to the merger transaction.”  To this end, the SEC has proposed an amendment to Schedule 14A to require disclosure of golden parachute arrangements in these kinds of transactions in which proxies are solicited.  This disclosure would be required in both narrative and tabular form.   The SEC is seeking comments from the public, which are due November 18, 2010.