U.S. Dodd-Frank Act: Implications for Foreign Private Issuers

On August 4, 2010, Cravath published a memo entitled “The U.S. Dodd-Frank Act: Implications for Foreign Private Issuers.” The Dodd-Frank Wall Street Reform and Consumer Protection Act includes important changes to the U.S. securities laws, and some of these changes are likely to have an impact on non-U.S. companies. This memo summarizes the portions of the Dodd-Frank Act that are most likely to be of relevance to foreign private issuers, including the provisions on mandatory clawback policies, new requirements for compensation committees, amendments to the laws regarding securities litigation and SEC enforcement, changed rules regarding disclosure of securities ratings and new disclosure requirements regarding internal pay parity, executive compensation compared to company performance, board leadership structures, employee and director hedging, and natural resources and extractive industry practices.