The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sat, 03 Oct 2026 11:30:39 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.11 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Designing the SEC Rules Governing Say on Pay Frequency – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Designing the SEC Rules Governing Say on Pay Frequency https://corpgov.law.harvard.edu/2010/10/13/designing-the-sec-rules-governing-say-on-pay-frequency/?utm_source=rss&utm_medium=rss&utm_campaign=designing-the-sec-rules-governing-say-on-pay-frequency https://corpgov.law.harvard.edu/2010/10/13/designing-the-sec-rules-governing-say-on-pay-frequency/#comments Wed, 13 Oct 2010 13:16:54 +0000 http://blogs.law.harvard.edu/corpgov/?p=13352?d=20150106102232EST Posted by Lucian Bebchuk, Harvard Law School, and Robert J. Jackson, Jr., Columbia Law School, on Wednesday, October 13, 2010
Editor's Note:

Lucian Bebchuk is a Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is an Associate Professor of Law at Columbia Law School. This post is based on a comment letter they filed with the SEC, available here. A separate comment letter filed by Robert Jackson in connection with the planned SEC rules concerning golden parachutes is available here.

The Securities and Exchange Commission is now considering adopting preliminary rules concerning the frequency with which companies will have to hold “say on pay” votes. One critical issue facing the Commission is setting rules concerning the resolutions all public companies will be required to hold to determine whether say on pay votes will take place every 1, 2, or 3 years. We recently filed with the SEC a comment letter in which we propose that the Commission’s rules:

  • Provide a default rule to govern in the absence of a shareholder majority on any resolution concerning “say on pay” frequency; and
  • Provide that resolutions concerning “say on pay” frequency may be brought to a vote more frequently than is mandated by the Act, and that both the issuer and shareholders may offer such resolutions in each annual proxy statement.

Below are the substantive parts of our letter. The letter itself can be access here.

(more…)

]]> https://corpgov.law.harvard.edu/2010/10/13/designing-the-sec-rules-governing-say-on-pay-frequency/feed/ 2