News/Resources: FIRM NEWS
CFO Magazine quotes James Hauser in "Unfinished Business"
August 1, 2012
James Hauser, a partner in the Corporate Department, was quoted in CFO Magazine's article "Unfinished Business" which discusses the Dodd-Frank Act and how that after two years, the law’s implementation is far behind schedule, and its success is still in doubt.
From the article:
A few of these early initiatives have already had an impact on corporate behavior. In response to say-on-pay, notes attorney James Hauser of Brown Rudnick, some companies have been redesigning their compensation plans, revising change-of-control agreements, eliminating tax gross-ups on change-of-control payments, linking equity awards more tightly to total shareholder returns or other performance metrics, and providing more disclosure in their proxy statements. Many observers surmised that General Electric was seeking to head off negative say-on-pay votes in April of this year when it announced that, in the wake of “constructive conversations” with shareholders, it would retroactively apply performance measures to stock options it had awarded to CEO Jeffrey Immelt in 2010.
Elsewhere, the SEC headed into summer still needing to issue final guidance on how companies should go about reclaiming incentive compensation in cases where companies restate their financial results due to material noncompliance with accounting laws. The Sarbanes-Oxley Act of 2002 had a similar but more forgiving “clawback” provision that kicked in only if a restatement was a result of misconduct. The new law, says Hauser, will likely require firms to amend many of their existing compensation agreements.