It’s strange enough that the proposal for financial institutions to limit incentive pay remains unimplemented 14 years after Section 956 of Dodd-Frank mandated it, but it’s perhaps as strange that a group of banking regulators just re-proposed draft rules from 2016 and that the SEC is not among the agencies that re-proposed the rules. Then again, the Federal Reserve has not yet joined the re-proposal party either.

Recently, the FDIC, the Office of the Comptroller of the Currency, the Federal Housing Finance Agency and the National Credit Union Administration re-proposed the rules that were proposed in mid-2016, with limited changes. The SEC and the Federal Reserve Board were among the parties proposing the 2016 rules, as well as initial proposed rules in 2011 – but not this time.

The SEC does mention adopting rules under Section 956 on its latest rulemaking agenda; however, it’s unknown if (or when) the SEC will act given that the rulemaking agenda is aspirational. Maybe the third (or more) time will be the charm for Section 956!

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David Matheson is a corporate lawyer who brings value to clients by providing strategic and practical advice and helping them understand legal risks in light of business objectives and decisions. David combines a focus on exceptional client service with strong business acumen, excellent…

David Matheson is a corporate lawyer who brings value to clients by providing strategic and practical advice and helping them understand legal risks in light of business objectives and decisions. David combines a focus on exceptional client service with strong business acumen, excellent analytical skills, and broad international and domestic experience. He regularly advises public and private companies and private equity firms, in a variety of industries, on complex strategic transactions, best corporate governance practices, raising capital through equity and debt offerings, acquiring and disposing of businesses and assets, establishing joint ventures, and general corporate matters.

As a trusted advisor to both domestic and foreign public companies, David provides guidance on Securities and Exchange Commission (SEC), New York Stock Exchange (NYSE), and Nasdaq compliance issues, as well as on his clients’ most sensitive disclosure and reporting obligations. Boards of directors, board committees, and senior management engage David to assist them in fulfilling their fiduciary duties, both generally and in change of control and conflict of interest situations.

Legal ranking services recognize David as a leading lawyer in corporate, capital markets, securities, and M&A matters. Chambers USA has described David as “renowned for his experience and knowledge of capital markets and public companies.” Clients quoted in the Chambers guide characterize David as “an excellent adviser to the board and to management,” with “his greatest strength [being] an ability to navigate thorny issues.” Others highlight his “careful, detailed and smart” approach and his ability to “get to the heart of a matter efficiently.”