New Financial Regulatory Reform Bill Impacts Corporate Governance

Patrick G. Quick, Milwaukee, Wisconsin, pgquick@foley.com

In November 2009, Senator Christopher Dodd (D-Conn) introduced a draft discussion bill titled the ‘Restoring American Financial Stability Act of 2009’. The draft bill was a sweeping proposal to overhaul the national financial regulatory regime by, among many other things, creating an independent regulatory body with the responsibility to monitor consumer financial products as well as an independent agency tasked with identifying risks posed to the economy by the complex products and activities of ‘too big to fail’ financial institutions and other companies. The draft also contained several provisions impacting corporate governance at public companies, including provisions relating to say on pay, majority voting in uncontested elections, and independent compensation committees, among others.