Dodd-Frank's Say on Pay: Will it Lead to a Greater Role for Shareholders in Corporate Governance?

  title={Dodd-Frank's Say on Pay: Will it Lead to a Greater Role for Shareholders in Corporate Governance?},
  author={R. Thomas and Alan R. Palmiter and J. Cotter},
  journal={Vanderbilt University Law School},
"Say on pay" gives shareholders an advisory vote on a company's pay practices for its top executives. Beginning in 2011, Dodd-Frank mandated such votes at public companies. The first year of "say on pay" under the new legislation may have changed the dialogue and give-and-take in the shareholder-management relationship at some companies, particularly on the question of executive pay. We study the evolution of shareholder voting on "say on pay" - beginning in 2006 as a fledgling shareholder… Expand
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An Analysis of Voting Results and Performance at Russell 3000 Companies, supra note 152
    Damania & Neidig, supra note 162, at 6 (noting that such companies failed to analyze shareholder demographics, develop an outreach strategy, and send a clear message
      Damania & Neidig, supra note 162, at 6-7 (advising clients on how to prepare for say-on-pay votes and possible litigation arising from such votes)
        How to Win the Say on Pay Vote
        • HARV. L. SCH. F. ON CORP
        See Littenberg, Damania & Neidig, supra note 162
          See Miller & Assayag, supra note 159, at 3 (reporting such action at seven companies among the first 100 to file proxy materials in 2011, all of which eventually received a favorable say