Client Alert

| November 5, 2010

SEC Proposes Say-on-Pay Rules

On October 18, 2010, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) relating to shareholder votes on executive compensation and golden parachute arrangements. These rules would apply to companies that have a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the US proxy rules.

This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent. For further information on Dewey & LeBoeuf, please visit www.dl.com. +1 888 532 6383