We’re not yet through 2010 and we’re already writing about 2011?  Well, given the Senate’s passage of the Financial Reform Act we are now much closer to a new reality of major governance changes being imposed on companies of all sizes by regulation.  This proxy season, we have all been operating in the shadow of these potential wide-ranging corporate governance reforms. Even as companies and governance advocates have gone about business-as-usual, our anticipation of change – and the desire to see a settled landscape – has been enormous. It has been difficult to go more than a few days with no headlines from The Wall Street Journal or Financial Times, or our alerts or those from other industry players, keeping you aware of the latest twists and turns on the status of governance-related legislation.

In this article, we provide you with our perspective on the pending changes and their prospective impact for the remainder of 2010 and the 2011 proxy season.  Our analysis will attempt to take into account the fast changing legislative environment in Washington, D.C. Of the eight corporate governance-related items that need to be integrated by a House/Senate conference committee, only two at present appear to be close enough that observers (and political insiders) view them as relatively done deals: Say on Pay and Proxy Access.  Of the other changes being considered, majority voting for directors in uncontested elections would, if in the final bill, clearly have the most impact.

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