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SEC adopts rule to implement Dodd-Frank CEO pay ratio disclosure requirement

Richard J. Parrino (Hogan Lovells US LLP, Washington, DC, USA)

Journal of Investment Compliance

ISSN: 1528-5812

Article publication date: 3 May 2016




This article examines the rule issued by the Securities and Exchange Commission in August 2015 that requires most SEC-reporting companies to disclose annually the ratio of the annual total compensation of their chief executive officer to the median of the annual total compensation of their employees other than the CEO.


This article provides an in-depth analysis of the operation of the controversial pay ratio disclosure rule against the backdrop of concerns expressed by many commenters on the rule proposal, as well as by the two Commissioners who dissented from adoption of the rule, that the disclosure will not provide meaningful information to investors and will be excessively costly and burdensome for companies to produce.


The SEC fashioned the final pay ratio disclosure rule with a vaguely defined statutory purpose to guide it and a heavy volume of comments on its rule proposal that urged widely disparate approaches to implementation. In overhauling the proposed rule, the SEC sought to satisfy its mandate under the Dodd-Frank Act while providing companies with flexibility in implementing the new rule that it believes will reduce compliance costs and burdens.


This article provides expert guidance on a major new SEC disclosure requirement from experienced securities lawyers.



Parrino, R.J. (2016), "SEC adopts rule to implement Dodd-Frank CEO pay ratio disclosure requirement", Journal of Investment Compliance, Vol. 17 No. 1, pp. 122-130.



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