The Dodd-Frank Act of 2010; How to Prepare for its "Say-On-Pay" Mandate

Online via Webinar

December 8, 2010
12:30 PM - 2:00 PM EST
[Past Event]

A Live 90-Minute Complimentary Webcast
Presented by MacKenzie Partners, Inc. and Blank Rome LLP

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most sweeping overhaul of financial regulations since the Great Depression. Included among the more than 2,000 pages of new law is a “say-on-pay” mandate, contained in Section 951 of the new statute, which will require all companies subject to the SEC’s proxy rules to conduct “say-on-pay” votes and frequency votes at the company’s first annual meeting (or special meeting being held in lieu of an annual meeting) taking place on or after January 21, 2011. On October 18, 2010, the SEC issued a Release proposing amendments to its rules to implement Section 951’s “say-on-pay” mandate and asked for comments back on the proposed rules on or before November 18, 2010.

Join us as we discuss how the Dodd-Frank Act, with a particular focus on its “say-on-pay” mandate, will affect companies in the 2011 proxy season and beyond, and how it may forever change the dynamic between public companies and their investors.


Paul Schulman, Senior Vice President, MacKenzie Partners, advises clients on proxy contests, other contested solicitations, mergers, tender offers and corporate financings and restructurings. He also counsels clients on governance and compensation issues and advises on shareholder proposals. Over the course of his career, he has worked on over 100 contested solicitations, representing companies, shareholder groups, activist investors and hedge funds.

Chris Cernich, Director of M&A and Proxy Contest Research, Institutional Shareholder Services Inc. (ISS), leads ISS’ analysis of mergers & acquisitions and proxy contests for institutional clients, hedge and other investment funds. Mr. Cernich was previously Director of M&A and Quantitative Research at Proxy Governance, Inc., another proxy advisory firm, where he covered more than 75 contested elections and other activist campaigns over the past three proxy seasons. He is the author of Compensation Peer Groups at Companies With High Pay (2010), which examined systemic bias in compensation benchmarking processes at S&P 500 companies.

Keith E. Gottfried, Partner, Blank Rome LLP, advises clients with respect to public company matters, including mergers and acquisitions, securities regulation, corporate governance, shareholder activism, and NYSE and Nasdaq compliance. Mr. Gottfried also advises clients in connection with proxy contests and other contests for corporate control as well as vulnerability assessments and the implementation of stockholder rights plans and other types of defensive strategies. Over the course of his career, he has worked on a number of high-profile public company M&A transactions across a broad range of industries and sectors.

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