Shearman & Sterling partner Linda Rappaport's article, "Executive Compensation: What to Expect in 2012," was published on boardmember.com.

Rappaport notes that, "as 2011 draws to a close, boards of directors of U.S. public companies are subject to conflicting pressures in making executive pay decisions for this year and in designing compensation programs for 2012." She examines the major legal themes likely to affect incentive compensation in 2012 and how those themes are likely to impact decision-making in U.S. corporate boardrooms.

Not surprisingly, Rappaport pays particular attention to the possible impact of Dodd-Frank on clawbacks, disclosure of the ratio of CEO to median employee pay, say on pay and pay for performance. In the end, she writes, "The corporate governance paradigm has been changing in significant ways in the U.S., with the balance of power continuing to shift away from corporate management and toward boards and shareholders, not only in questions of executive compensation but in all significant issues facing corporations. 2012 will not be likely to bring resolution to these broader, central issues, but it will undoubtedly be another year in which these governance trends and the related changes in the law will call for increased effort, diligence and decision-making on the part of boards of directors in the sensitive area of executive compensation."

View the full article, "Executive Compensation: What to Expect in 2012"