Proponents of Dodd-Frank’s say-on-pay provision envisioned greater corporate transparency and accountability and, as a result, “greater efficiency and social responsiveness.” Randall S. Thomas et al., “Dodd-Frank's Say on Pay: Will It Lead to a Greater Role for Shareholders in Corporate Governance?,”97 Cornell Law Review, 1213, 1228 (2012) [hereinafter Thomas]. Indeed, those who fought for the legislation did so because of the need for greater transparency. See Empowering Shareholders on Executive Compensation: Hearing on H.R. 1257 Before the H. Comm. on Fin. Servs., 110th Cong. 68 (2007). However, a cynical view and a dismissive attitude toward that spirit of transparency have hindered the ability of public shareholders to evaluate the information necessary to determine whether their interests are properly aligned with company executives. In recent months, shareholder challenges to disclosures in proxy statements containing say-on-pay advisory votes have raised questions that will be addressed in this article and in the courts.
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