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August 02, 2019

Updated ABA guidebook to SEC’s executive compensation disclosure requirements

CHICAGO, Aug. 2, 2019 — The American Bar Association’s newly released “Executive Compensation and Disclosure Rules, Third Edition” is a valuable resource for lawyers, practitioners and others who are responsible for compliance with federal securities laws that require full disclosure of compensation for executives of publicly held companies.

The guide provides an in-depth analysis of the rules, their interpretation and application to various common situations, drawing from both the language of the rules and the related Securities and Exchange Commission releases, which contain significant commentary on how the rules are to be construed and applied. This book also discusses the supplemental guidance that has been issued by the SEC’s Division of Corporation Finance since the rules were adopted.

A useful tool to aid registrants and their advisors, this guide provides: 

  • A history of the executive and director compensation disclosure requirements under the federal securities laws, as well as the evolution of the 2006 rules and their progeny

  • Concepts of general applicability — the registrants that are subject to the rules, the executives and directors whose compensation must be disclosed, the compensation that must be reported and the SEC’s overarching mandate of “principles-based” disclosure

  • An examination of several additional compensation-related disclosure requirements under the federal securities laws, including the various shareholder advisory votes on executive compensation required by the Dodd-Frank Act

  • An extensive discussion of the newest Dodd-Frank provision: the CEO pay ratio disclosure rule

Appendices are provided that contain the current version of the executive and director compensation disclosure rules as set forth in Item 402 of Regulation S-K, various speeches by officials of the SEC’s Division of Corporation Finance on the rules and various compliance matters and the most recent guidance from the Division of Corporation Finance on the application of the rules.

The book’s author, Mark A. Borges, is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. Previously, Borges was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C., and he was a special counsel in the Office of Rulemaking, Division of Corporation Finance with the SEC.

Title:                        “Executive Compensation and Disclosure Rules, Third Edition       
Business Law Section
Product Code:   
800-285-2221 or

Editor’s note: Author interviews and review copies of this book are available by emailing Katrina Krause at [email protected]. If you publish a review of this book, please send tear sheets or a copy for our files to Katrina Krause, ABA Business Law Section, 321 N. Clark St., Chicago, IL 60654.

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