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Corporate Governance and the Dodd Frank Act

28. What is the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (Dodd-Frank)?

Dodd-Frank was passed in response to the financial downturn beginning in 2007. While Dodd-Frank imposed extensive controls on banks and other lending institutions, it also prescribed corporate governance procedures designed to protect shareholder interests. Notable provisions of Dodd-Frank include:

•   Proxy Rights – Requires corporations allow shareholders have greater ability to nominate directors for election to the board in corporate proxy material.

•   Proxy Disclosures – Requires corporations to make more extensive shareholder disclosures in all corporate proxies.

•   Shareholder Voting Rights – Entitles shareholders to a non-binding vote on certain corporate governance issues.

⁃    Note: Shareholders may be entitled to cast votes on the proposed hiring and compensation of corporate executives. While these votes are not binding, they do allow the shareholders to openly evaluate and express their opinions on corporate governance matters.

•    Discussion: Why do you think a Act that intends to protect the market against financial downturn imposes shareholder rights provisions on corporations? Can you explain how any of these provisions help make securities markets more stable?

•    Practice Questions: What specific corporate governance procedures are required by the Dodd-Frank Act?

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