Summary of the Corporate and Financial Institution Compensation Fairness Act of 2009

The House Financial Services Committee is scheduled to mark up H.R. 3269, the Corporate and Financial Institution Compensation Fairness Act of 2009, on Tuesday, July 28, and the bill is expected to go to the House floor by Friday, July 31. The bill reflects certain proposals on which the Chairman of the Committee, Representative Barney Frank, has spoken frequently in the past: say on pay non-binding shareholder advisory voting, compensation committee independence and incentive plan design for financial institutions. The latter two topics were also addressed in Treasury Secretary Geithner’s recent statement concerning compensation principles.

The below memorandum summarizes and discusses the bill, including the potential applicability of the say on pay provisions for the 2010 proxy season, and the potential applicability of the various new rules to foreign private issuers.

Please feel free to contact any of the lawyers listed in the Corporate Governance or Employee Benefits section of this website or any of your other regular contacts at the firm for further information about these matters.