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. Thu, 14 May 2026 14:01:35 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Compensation Committees and Adviser Independence under Dodd-Frank – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Compensation Committees and Adviser Independence under Dodd-Frank https://corpgov.law.harvard.edu/2012/07/16/compensation-committees-and-adviser-independence-under-dodd-frank/?utm_source=rss&utm_medium=rss&utm_campaign=compensation-committees-and-adviser-independence-under-dodd-frank https://corpgov.law.harvard.edu/2012/07/16/compensation-committees-and-adviser-independence-under-dodd-frank/#comments Mon, 16 Jul 2012 14:15:53 +0000 http://blogs.law.harvard.edu/corpgov/?p=30642?d=20150113141414EST Posted by Victor I. Lewkow, Cleary Gottlieb Steen & Hamilton LLP, on Monday, July 16, 2012
Editor's Note:

Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mary Alcock and Helen Skinner.

On June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) released its final rules (the “Final Rules”) implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 952 of the Dodd-Frank Act (“Section 952”) added Section 10C to the Securities Exchange Act of 1934 (the “Exchange Act”) and contains a number of provisions generally relating to the independence of compensation committees and their advisers. The Final Rules are in most respects identical to the proposed rules released on March 30, 2011 (the “Proposed Rules”). [1] Below is a summary of the provisions of the Final Rules, noting the key changes from the Proposed Rules.

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