SEC Proposed Equity Compensation Plan Disclosures

Annual disclosure will be required

By John M. Baker, Esq.

The SEC recently proposed enhanced disclosure of the number of securities authorized for issuance under, and received by or allocated to participants pursuant to, equity compensation plans. Release Nos. 33-7944, 34-43892, 66 Fed. Reg. 8732 (Jan. 26, 2001). Current rules do not require disclosure of the total number of securities that a registrant has authorized for issuance under its entire equity compensation program, and concern has arisen as to the level of potential dilution that equity compensation plans now represent.

The proposed amendments would require annual disclosure in a registrant’s proxy statment or Form 10-K or 10-KSB.

The proposing release is available online at

Copyright 2000, John M. Baker, Esq., Stradley, Ronon, Stevens & Young, LLP, 1220 19th Street, N.W., Suite 700, Washington, DC 20036 – (202) 822-9611- Fax (202) 822-0140 This article was originally posted to the FundLaw List, To subscribe to FundLaw, send a blank e-mail to

Nothing herein is intended as legal or financial advice. The law is different in different jurisdictions, and the facts of a particular matter can change the application of the law. Please consult an attorney or your financial advisor before acting upon the information contained in this article.

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Mark Astarita is a nationally recognized securities attorney, who represents investors, financial professionals and firms in securities litigation, arbitration and regulatory matters, including SEC and FINRA investigations and enforcement proceedings.

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