On March 30, 2011, the Securities and Exchange Commission proposed rules that would begin the process of implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules direct the national securities exchanges to adopt listing standards relating to the independence of compensation committee members, the compensation committee's authority to retain compensation advisers and the compensation committee's responsibility for the appointment, compensation and work of any compensation adviser and propose amendments to related disclosure requirements in the proxy materials. This Client Alert summarizes the proposed rules and discusses their practical implications.

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