Although there were relatively few significant new or modified public company disclosure rules or governance requirements adopted in 2012, there remains a significant amount of regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 yet to be fully implemented, including compliance processes and disclosures under adopted rules regarding compensation consultants and advisers, conflict minerals and financial swaps, as well as yet-to-be-proposed rules under Dodd-Frank concerning compensation clawbacks, stock hedging by directors and officers, and new compensation disclosure regarding pay-for-performance and pay ratios. Moreover, practices to comply with the imposing regulatory regime adopted during the decade-long Sarbanes-Oxley/Dodd Frank corporate reform era continue to evolve, accompanied by increased demands of activist shareholders and enhanced roles for third parties such as proxy advisory firms. In addition, public companies must increasingly focus on risks associated with cyber technology, sustainability, crisis management and non-U.S. business activities.
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