Title 15, Commerce and TradeRelease 119-73not60

§78n–2 Corporate Governance

Title 15 › Chapter 2B— SECURITIES EXCHANGES › § 78n–2

Last updated Apr 3, 2026|Official source

Summary

By 180 days after July 21, 2010, the Securities and Exchange Commission must write rules that require companies to explain, in the annual proxy statement sent to shareholders, why they chose either the same person to be both the board chair and the chief executive officer (or equivalent jobs) or different people for those roles.

Full Legal Text

Title 15, §78n–2

Commerce and Trade, Source: USLM XML via OLRC

Not later than 180 days after July 21, 2010, the Commission shall issue rules that require an issuer to disclose in the annual proxy sent to investors the reasons why the issuer has chosen—
(1)the same person to serve as chairman of the board of directors and chief executive officer (or in equivalent positions); or
(2)different individuals to serve as chairman of the board of directors and chief executive officer (or in equivalent positions of the issuer).

Legislative History

Notes & Related Subsidiaries

Editorial Notes

Codification July 21, 2010, referred to in text, was in the original “the date of enactment of this subsection”, and was translated as meaning the date of enactment of Pub. L. 111–203, which enacted this section, to reflect the probable intent of Congress.

Statutory Notes and Related Subsidiaries

Effective Date

Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of Title 12, Banks and Banking.

Reference

Citations & Metadata

Citation

15 U.S.C. § 78n–2

Title 15, Commerce and Trade

Last Updated

Apr 3, 2026

Release point: 119-73not60