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1 (January 26, 2007)

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                                                                         Order Code RS22583
                                                                             January 26, 2007





 CRS Report for Congress


          Executive Compensation: SEC Regulations

                     and Congressional Proposals

                                  Michael V. Seitzinger
                                  Legislative Attorney
                                  American Law Division

        Summary


             Concern about shareholder value, corporate governance, and the economic and
         social impact of escalating pay for corporate executives has led to a controversy
         regarding the practices of paying these executives. On July 26, 2006, the Securities and
         Exchange Commission voted to adopt revisions to its rules on disclosure of executive
         compensation. On December 22, 2006, the SEC announced that it had adopted changes
         in the July 26 rules. These December 22 changes have become somewhat controversial,
         with opponents saying that they obfuscate executive compensation and with proponents
         saying that the changes are necessary to give a truly accurate picture of executive
         compensation. Congressional proposals concerning executive pay have thus far not
         focused on the SEC rules. Instead, proposals have been made concerning additional
         disclosure of executive compensation and limiting the amount of deferred compensation
         for tax purposes. This report will be updated as warranted.


            Concern about shareholder value, corporate governance, and the economic and social
        impact of escalating pay for corporate executives has led to a controversy regarding the
        practices of paying these executives. In a stated attempt to provide investors with a
        clearer and more complete picture of compensation to principal executive officers,
        principal financial officers [and] the other highest paid executive officers and directors,'
        the Securities and Exchange Commission (SEC or Commission) has recently issued rules
        concerning the disclosure of executive compensation. The rules, however, have created
        a controversy of their own.

            On July 26, 2006, the SEC voted to adopt revisions to its rules concerning disclosure
        of executive compensation.2 These compensation disclosure rules were particularly
        focused upon companies' providing investors with details about executives' stock-option


        1 71 Fed. Reg. 78,338, 78,339 (Dec. 29, 2006).
        2 71 Fed. Reg. 53,158 (Sept. 8, 2006), amending 17 C.F.R. Parts 228, 229, 232, 239, 240, 245,
        249, and 274.

                  Congressional Research Service - The Library of Congress
                        Prepared for Members and Committees of Congress

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