American Recovery and Reinvestment Act of 2009

These Corporation Finance Interpretations comprise the Division's interpretations of Section 7001 of the American Recovery and Reinvestment Act of 2009 (the “Act”), which amended Section 111(e) of the Emergency Economic Stabilization Act (the “EESA”). The bracketed date following each CFI is the latest date of publication or revision.

Section 7001 of the Act amends EESA Section 111(e) to require any TARP recipient to “permit a separate shareholder vote to approve the compensation of executives, as disclosed pursuant to the compensation disclosure rules of the Commission,” during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding. The Act does not specify an effective date for this provision. In his letter dated February 20, 2009 to Chairman Schapiro, Chairman Dodd stated his view that this provision became effective on February 17, 2009 and applies to preliminary or definitive proxy statements (other than definitive proxy statements which relate to preliminary proxy statements filed on or before February 17, 2009) filed with the Commission after February 17, 2009.

Section 7001 of the Act also amends EESA Section 111(e) to require the CEO and CFO of each TARP recipient to provide a written certification of compliance by the TARP recipient with the requirements of Section 111(e), as amended. In his February 20, 2009 letter, Chairman Dodd stated that, “As this certification requirement relates to compliance with executive compensation and corporate governance standards that have yet to be established by the Secretary of the Treasury, it is my view that this requirement is not yet effective and therefore CEOs and CFOs will not be required to certify as to their company's compliance with such standards until they have been established.”

The Division staff is following the views expressed in Chairman Dodd's letter to Chairman Schapiro.