Executive Comp.: Everything Is Different, But Nothing Has Changed
Wachtell, Lipton, Rosen & Katz
October 31, 2005
Expanded disclosure requirements relating
to compensation matters, new deferred compensation legislation and pending rules regarding the
expensing of stock options, impose greater burdens, legal risks and potential for media and shareholder
criticism of executives and their employing companies. At the same time, the rules governing a board of
directors’ basic responsibilities in adopting executive compensation arrangements remain unaffected by
recent developments.