"The SEC's Road to Pay Ratio Disclosure: Watch Out for the Median"

The Securities and Exchange Commission (the "SEC"), in a three to two vote, proposed rules on September 18, 2013 that would implement Section 953(b) of Dodd-Frank and require public companies to disclose (1) the median annual total compensation of all employees, and (2) the ratio of that median to the annual total compensation of the company's chief executive officer (the "Proposal"). The disclosure would be required in any filing described in Item 10(a) of Regulation S-K that requires Item 402 disclosure.

This Stroock Special Bulletin examines the Proposal and some of the considerations surrounding it.