Corporate Executive Compensation Accountability and Transparency Act

A bill to require greater disclosure of senior corporate officer compensation, to empower shareholders and investors to protect themselves from fraud, to limit conflicts of interest in determining senior corporate officer compensation, to ensure integrity in Federal contracting, to close corporate tax loopholes utilized to subsidize senior corporate officer compensation, and for other purposes.

4/15/2008--Introduced.
Corporate Executive Compensation Accountability and Transparency Act - Amends the Internal Revenue Code to the limit annual aggregate amounts which may be deferred under nonqualified deferred compensation arrangements. Amends the Sarbanes-Oxley Act of 2002 to extend from 12 to 36 months the look-back period for any bonuses, incentive-based or equity-based compensation, or profits realized from the sale of securities which must be reimbursed to a securities issuer by its chief executive officer and chief financial officer if the issuer is required to prepare an accounting restatement because of material noncompliance, as a result of misconduct, with any financial reporting requirement. Requires the Securities Exchange and Commission (SEC) to promulgate regulations to ensure more effective enforcement of such forfeitures. Requires such regulations to cite specified illicit accounting irregularities. Amends the Securities Exchange Act of 1934 to require that any proxy, consent, or authorization for an annual (or special) meeting of shareholders provide for a separate nonbinding shareholder vote on executive compensation, especially executive compensation (golden parachute payments) based on or related to disposition of substantially all the assets of an issuer in an acquisition, merger, consolidation, sale, or other disposition. Directs the SEC to promulgate regulations:
(1) clarifying and strengthening requirements governing disclosure of compensation of consultants or advisors to a compensation committee; and
(2) requiring each company subject to its jurisdiction to disclose the full grant date present value of equity instruments used as executive compensation awards in the Summary Compensation Table of the company. Amends the Federal Property and Administrative Services Act of 1949 to require certain federal contractors to disclose their executive compensation structures. Requires Armed Forces defense procurement contracts also to disclose such structures.


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Sponsor

• Sen. Hillary Clinton [D, NY]

Committees

• Senate Finance

Amendments

This bill has no amendments.

Amendments to S.2866

Number	Status	Purpose

Bill Status

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Introduced		Voted on by Senate		Voted on by House		Considered By President		Bill Becomes Law
April 15, 2008

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All Bill Actions

• Apr 15, 2008: Read twice and referred to the Committee on Finance.
• Introduced on Apr 15, 2008.

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Related Issue Areas:

• Taxation
• Tax-deferred compensation plans
• Stockholders
• Securities regulation
• 21 more
• Securities and Exchange Commission
• Public contracts
• Profit
• Law
• Information disclosure (Securities law)
• Independent regulatory commissions
• Government contractors
• Golden parachutes
• Fringe benefits
• Financial statements
• Finance
• Executive departments
• Executive compensation
• Defense economics
• Defense contracts
• Corporate mergers
• Consultants
• Armed forces
• Administrative procedure
• Accounting
• Business

Data from the Congressional Research Service

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Blog Coverage

June 05, 2008 USA: proposed Bills - beneficial ownership and executive pay

Senator Clinton introduced the Corporate Executive Compensation Accountability and Transparency Act (S. 2866). Section 4 provides shareholders with a mandatory "say on pay" vote at the company's annual meeting. ...

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Source: Corporate Law and Governance

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May 19, 2008 More Presidential Politics

Senator Hillary Rodham Clinton (D-NY) recently introduced the Corporate Executive Compensation Accountability and Transparency Act (S. 2866). It includes the following: Mandate "say on pay" advisory vote for shareholders. ...

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Source: Tax Law - Justia blawgsearch.com

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May 13, 2008 Senator Clinton's New Executive Compensation Bill

S. 2866, the Corporate Executive Compensation Accountability and Transparency Act, was introduced by Senator Hillary Clinton (D-NY) on April 15th and referred to the Senate Committee on Finance for consideration. ...

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Source: thecorporatecounsel.net Blog

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