The document discusses how the Dodd-Frank Act affects securities law practice in Idaho, including changes to the definition of accredited investor, exemptions for certain securities offerings, and a new "bad actor" disqualification preventing some with criminal histories from participating in private offerings. It also covers how the Act regulates financial professionals and affects public companies in certain areas like executive compensation and mine safety disclosures.

1. How the Dodd-Frank Act Affects Practice in Idaho
Wendy Couture
Associate Professor
University of Idaho College of Law
Presented to the Idaho State Bar
Business & Corporate Section
January 11, 2012

3. The Dodd-Frank Act
Registration Financial Public
Exemptions Professionals Companies

4. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
SOX 404(b) Mine
of State Exemption Safety
“Accredited Regulation
Investor” of “Mid- Disclosures
Sized”
Investment Broker-Dealer
“Bad Actor” Advisers Standard of Care Say on Pay
Disqualification When Making
Recommendations

5. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
of
“Accredited
Investor”

6. Relevance of “Accredited Investor” Status
Rule 505 and Rule 506
Exemptions
• Limited to 35 non-accredited
investors
• Must furnish Rule 502(b)(2)
disclosures to non-accredited
investors
• Non-accredited investors
must qualify as knowledgeable
and sophisticated investors

7. Relevance of “Accredited Investor” Status
Rule 505 and Rule 506 § 4(5) [formerly § 4(6)]
Exemptions Exemption
• Limited to 35 non-accredited • Limited to accredited
investors investors
• Must furnish Rule 502(b)(2)
disclosures to non-accredited
investors
• Non-accredited investors
must qualify as knowledgeable
and sophisticated investors

8. Relevance of “Accredited Investor” Status
Rule 505 and Rule 506 § 4(5) [formerly § 4(6)] Rule 504 Exemption
Exemptions Exemption
• Prohibition on general
• Limited to 35 non-accredited • Limited to accredited solicitation and general
investors investors advertising lifted under
certain circumstances if
• Must furnish Rule 502(b)(2) sold only to accredited
disclosures to non-accredited investors
investors
• Restrictions on resale
• Non-accredited investors lifted under certain
must qualify as knowledgeable circumstances if sold only
and sophisticated investors to accredited investors

9. Old Definition of
“Accredited Investor”
Included:
“Any natural person whose
individual net worth, or joint net
worth with that person’s spouse,
at the time of his purchase
exceeds $1,000,000.”
Rule 501(a)(5); Rule 215(e).

10. Fiserv Case-Shiller Home Price Data – April 8, 2010

11. Old Definition of New Definition of
“Accredited Investor” “Accredited Investor”
Included: Dodd-Frank § 413:
“Any natural person whose “*A+ny net worth standard shall be
individual net worth, or joint net $1,000,000, excluding the value of
worth with that person’s the primary residence of such
spouse, at the time of his purchase natural person.”
exceeds $1,000,000.”
Rule 501(a)(5); Rule 215(e).

12. New Definition of
“Accredited Investor”
What if the Dodd-Frank § 413:
mortgage is
underwater? “*A+ny net worth standard shall be
$1,000,000, excluding the value of
the primary residence of such
natural person.”
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287.

13. New Definition of
What if the
“Accredited Investor”
mortgage is Dodd-Frank § 413:
underwater?
The amount “*A+ny net worth standard shall be
by which the $1,000,000, excluding the value of
mortgage is the primary residence of such
underwater is natural person.”
included as a
liability.
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287.

14. New Definition of
What if the
“Accredited Investor”
mortgage is Dodd-Frank § 413:
underwater?
The amount “*A+ny net worth standard shall be
by which the $1,000,000, excluding the value of
mortgage is the primary residence of such
underwater is natural person.”
included as a
liability.
Is there any grandfathering
available for investors with pre-
existing rights who, because of
this change, are no longer
accredited?
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287.

15. New Definition of
What if the
“Accredited Investor”
mortgage is Dodd-Frank § 413:
underwater?
The amount “*A+ny net worth standard shall be
by which the $1,000,000, excluding the value of
mortgage is the primary residence of such
underwater is natural person.”
included as a
liability.
Is there any grandfathering
available for investors with pre-
existing rights who, because of
this change, are no longer
accredited?
Yes, if the investor held the right
and other securities of the same
issuer on July 20, 2010.
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287.

16. New Definition of
What if the
“Accredited Investor”
mortgage is Dodd-Frank § 413:
underwater?
The amount “*A+ny net worth standard shall be
by which the $1,000,000, excluding the value of Can’t an investor
mortgage is the primary residence of such just obtain a
underwater is natural person.” mortgage to
included as a convert home
liability. equity into assets
that will count in
Is there any grandfathering
the net worth
available for investors with pre-
calculation?
existing rights who, because of
this change, are no longer
accredited?
Yes, if the investor held the right
and other securities of the same
issuer on July 20, 2010.
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287.

17. New Definition of
What if the
“Accredited Investor”
mortgage is Dodd-Frank § 413:
underwater?
The amount “*A+ny net worth standard shall be Can’t an investor
by which the $1,000,000, excluding the value of just obtain a
mortgage is the primary residence of such mortgage to
underwater is natural person.” convert home
included as a equity into assets
liability. that will count in
the net worth
Is there any grandfathering calculation?
available for investors with pre- Yes, but a 60-day
existing rights who, because of lookback will
this change, are no longer capture any
accredited? incremental
Yes, if the investor held the right indebtedness that
and other securities of the same isn’t used to
issuer on July 20, 2010. acquire the
SEC Final Rule, Effective Feb. 27, 2012, Release No. 33-9287. primary residence.

18. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
of
“Accredited
Investor”
“Bad Actor”
Disqualification

19. “Bad Actor” Disqualification
Reg. A Rule 505
Rule 262 Rule 505(b)(iii)

20. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”

21. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”
SEC Proposed Rule; Release No. 33-9211

22. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”
SEC Proposed Rule; Release No. 33-9211
Possibly apply a
uniform “bad actor”
rule to Reg. A, Rule
505, and Rule 506

23. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”
SEC Proposed Rule; Release No. 33-9211
Possibly apply a Possibly adopt
uniform “bad actor” a uniform 10-
rule to Reg. A, Rule year look-back
505, and Rule 506 period

24. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”
SEC Proposed Rule; Release No. 33-9211
Possibly apply a Possibly adopt Explicitly include
uniform “bad actor” a uniform 10- “managing member”
rule to Reg. A, Rule year look-back of issuer as a
505, and Rule 506 period “covered person”

25. “Bad Actor” Disqualification
Rule 506
Reg. A Rule 505 Dodd-Frank § 926 – “*SEC+ shall
Rule 262 Rule 505(b)(iii) issue rules . . . substantially
similar to the provisions of [Rule
262.”
SEC Proposed Rule; Release No. 33-9211
Possibly apply a Possibly adopt Explicitly include “Reasonable
uniform “bad actor” a uniform 10- “managing member” care” exception –
rule to Reg. A, Rule year look-back of issuer as a would require the
505, and Rule 506 period “covered person” issuer to conduct
a “factual
inquiry”

26. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
of State
“Accredited Regulation
Investor” of “Mid-
Sized”
Investment
“Bad Boy” Advisers
Disqualification

27. Investment Adviser Registration Pre-Dodd-Frank
SMALL < $25,000,000 Assets
Under Management
State Registration IF
• “regulated or required to be
regulated as an investment
adviser in the State in which it
maintains its principal office”
(all states except Wyoming)
Otherwise, SEC Registration.
LARGE ≥ $25,000,000 Assets
Under Management
SEC Registration
Investment Advisers Act § 203A (until July 1, 2011).

28. Investment Adviser Registration Pre-Dodd-Frank
SMALL < $25,000,000 Assets MULTI-STATE EXCEPTION
Under Management But, if a small investment adviser
State Registration IF would be required to register in
• “regulated or required to be 30+ states, it can elect to register
regulated as an investment with SEC instead.
adviser in the State in which it
maintains its principal office”
(all states except Wyoming)
Otherwise, SEC Registration.
LARGE ≥ $25,000,000 Assets
Under Management
SEC Registration
Investment Advisers Act § 203A (until July 1, 2011); SEC Rule203A-2(e) (until Sept. 19, 2011).

29. Investment Adviser Registration Pre-Dodd-Frank
SMALL < $25,000,000 Assets MULTI-STATE EXCEPTION
Under Management But, if a small investment adviser
State Registration IF would be required to register in
• “regulated or required to be 30+ states, it can elect to register
regulated as an investment with SEC instead.
adviser in the State in which it
maintains its principal office” BUFFER
(all states except Wyoming) But, if an investment adviser has assets
Otherwise, SEC Registration. under management of $25,000,000-
$30,000,000, it may elect to remain
LARGE ≥ $25,000,000 Assets state-regulated.
Under Management
SEC Registration
Investment Advisers Act § 203A (until July 1, 2011); SEC Rule203A-1(a) (until Sept. 19, 2011).

30. Investment Adviser Registration Post-Dodd-Frank
SMALL < $25,000,000 Assets Under Management
State Registration IF
• “regulated or required to be regulated as an
investment adviser in the State in which it maintains
its principal office”
(all states except Wyoming)
Otherwise, SEC Registration.
MID-SIZED $25,000,000-$100,000,000 Assets Under
Management
State Registration IF
• “required to be registered as an investment adviser”
in the state where it maintains its principal office
AND
• “would be subject to examination as an investment
adviser by *the State+”
(all states except Wyoming and New York)
Otherwise, SEC Registration.
LARGE ≥ $100,000,000 Assets Under Management
SEC Registration
Investment Advisers Act § 203A; SEC Release No. IA-3221.

31. Investment Adviser Registration Post-Dodd-Frank
SMALL < $25,000,000 Assets Under Management
State Registration IF
• “regulated or required to be regulated as an MULTI-STATE EXCEPTION
investment adviser in the State in which it maintains But, if an investment
its principal office” adviser would be
(all states except Wyoming) required to register in
Otherwise, SEC Registration. 15+ states, it can elect to
register with SEC
MID-SIZED $25,000,000-$100,000,000 Assets Under instead.
Management
State Registration IF
• “required to be registered as an investment adviser”
in the state where it maintains its principal office
AND
• “would be subject to examination as an investment
adviser by *the State+”
(all states except Wyoming and New York)
Otherwise, SEC Registration.
LARGE ≥ $100,000,000 Assets Under Management
SEC Registration
Investment Advisers Act § 203A; Rule 203A-2(d).

32. Investment Adviser Registration Post-Dodd-Frank
SMALL < $25,000,000 Assets Under Management
State Registration IF
• “regulated or required to be regulated as an MULTI-STATE EXCEPTION
investment adviser in the State in which it maintains But, if an investment
its principal office” adviser would be
(all states except Wyoming) required to register in
Otherwise, SEC Registration. 15+ states, it can elect to
register with SEC
MID-SIZED $25,000,000-$100,000,000Assets Under instead.
Management
State Registration IF
• “required to be registered as an investment adviser”
in the state where it maintains its principal office
AND BUFFERS
• “would be subject to examination as an investment • But, if an investment adviser has
adviser by *the State+” assets under management of
(all states except Wyoming and New York) $90,000,000-$100,000,000, it may elect
Otherwise, SEC Registration. to remain SEC-regulated.
• But, if an investment adviser has
LARGE ≥ $100,000,000 Assets Under Management assets under management of
SEC Registration $100,000,000-$110,000,000, it may
Investment Advisers Act § 203A; Rule 203A-1(a). elect to remain state-regulated.

33. Investment Adviser Registration Post- Dodd-Frank
DEADLINES FOR TRANSITION FROM SEC- TO STATE-REGULATION
March 30, 2012
ALL investment advisers
currently registered with
the SEC must file an
amendment to Form
ADV, which will identify
mid-sized advisers that are
no longer eligible for SEC
registration.
SEC Release No. IA-3221; SEC Rule 203A-5(b).

34. Investment Adviser Registration Post- Dodd-Frank
DEADLINES FOR TRANSITION FROM SEC- TO STATE-REGULATION
March 30, 2012 June 28, 2012
ALL investment advisers Mid-sized advisers no
currently registered with longer eligible to register
the SEC must file an with the SEC must
amendment to Form ADV, withdraw by filing Form
which will identify mid- ADV-W and registering
sized advisers that are no with the applicable
longer eligible for SEC state(s).
registration.
SEC Release No. IA-3221; SEC North American Securities Administrators Association (“NASAA”) –
Rule 203A-5(c). Investment Adviser Coordinated Review Program for SEC-registered
advisers switching their registration to between 4 & 14 states

35. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
of State
“Accredited Regulation
Investor” of “Mid-
Sized”
Investment Broker-Dealer
“Bad Boy” Advisers Standard of Care
Disqualification When Making
Recommendations

36. Standard of Care When
Making Recommendations
Investment Advisers Broker-Dealers

37. Investment Advisers
Definition - “‘Investment adviser’ means any person who, for compensation, engages in the
business of advising others, either directly or through publications or writings, as to the value
of securities or as to the advisability of investing in, purchasing, or selling securities…”
Investment Advisers Act of 1940 § 202(a)(11).

38. Investment Advisers
Definition - “‘Investment adviser’ means any person who, for compensation, engages in the
business of advising others, either directly or through publications or writings, as to the value
of securities or as to the advisability of investing in, purchasing, or selling securities…”
Investment Advisers Act of 1940 § 202(a)(11).
Fraud/Deceit - “It shall be unlawful for any investment adviser, by use of the mails or any
means or instrumentality of interstate commerce, directly or indirectly-- … to engage in any
transaction, practice, or course of business which operates as a fraud or deceit upon any
client or prospective client…” Investment Advisers Act of 1940 § 206(2).

39. Investment Advisers
Definition - “‘Investment adviser’ means any person who, for compensation, engages in the
business of advising others, either directly or through publications or writings, as to the value
of securities or as to the advisability of investing in, purchasing, or selling securities…”
Investment Advisers Act of 1940 § 202(a)(11).
Fraud/Deceit - “It shall be unlawful for any investment adviser, by use of the mails or any
means or instrumentality of interstate commerce, directly or indirectly-- … to engage in any
transaction, practice, or course of business which operates as a fraud or deceit upon any
client or prospective client…” Investment Advisers Act of 1940 § 206(2).
Fiduciary Duty - “The *+ Act *+ thus reflect a congressional recognition of the delicate
fiduciary nature of an investment advisory relationship . . .” SEC v. Capital Gains Research
Bureau, 375 U.S. 180 (1963).

40. Investment Advisers
Definition - “‘Investment adviser’ means any person who, for compensation, engages in the
business of advising others, either directly or through publications or writings, as to the value
of securities or as to the advisability of investing in, purchasing, or selling securities…”
Investment Advisers Act of 1940 § 202(a)(11).
Fraud/Deceit - “It shall be unlawful for any investment adviser, by use of the mails or any
means or instrumentality of interstate commerce, directly or indirectly-- … to engage in any
transaction, practice, or course of business which operates as a fraud or deceit upon any
client or prospective client…” Investment Advisers Act of 1940 § 206(2).
Fiduciary Duty - “The *+ Act *+ thus reflect a congressional recognition of the delicate
fiduciary nature of an investment advisory relationship . . .” SEC v. Capital Gains Research
Bureau, 375 U.S. 180 (1963).
Investment advisers have a fiduciary duty to act in the best
interests of their clients.

41. Broker-Dealers
Definition - “The term ‘broker’ Definition - The term “dealer” means any
means any person engaged in the person engaged in the business of buying
business of effecting transactions in and selling securities for such person's own
securities for the account of others.” account through a broker or otherwise.
Exchange Act § 3(a)(4). Exchange Act § 3(a)(5).

42. Broker-Dealers
Definition - “The term ‘broker’ Definition - The term “dealer” means any
means any person engaged in the person engaged in the business of buying
business of effecting transactions in and selling securities for such person's own
securities for the account of others.” account through a broker or otherwise.
Exchange Act § 3(a)(4). Exchange Act § 3(a)(5).
Exclusion from Definition of
“Investment Adviser” – “any broker
or dealer whose performance of such
services is solely incidental to the
conduct of his business as a broker or
dealer and who receives no special
compensation therefor.” Investment
Advisers Act of 1940 § 202(a)(11).

43. Broker-Dealers
Definition - “The term ‘broker’ Definition - The term “dealer” means any
means any person engaged in the person engaged in the business of buying
business of effecting transactions in and selling securities for such person's own
securities for the account of others.” account through a broker or otherwise.
Exchange Act § 3(a)(4). Exchange Act § 3(a)(5).
Exclusion from Definition of
“Investment Adviser” – “any broker
or dealer whose performance of such
services is solely incidental to the
conduct of his business as a broker or
dealer and who receives no special
compensation therefor.” Investment
Advisers Act of 1940 § 202(a)(11).
Not subject to Investment Advisers
Act fiduciary duty to act in the best
interests of their clients.

44. Broker-Dealers
Definition - “The term ‘broker’ Definition - The term “dealer” means any
means any person engaged in the person engaged in the business of buying
business of effecting transactions in and selling securities for such person's own
securities for the account of others.” account through a broker or otherwise.
Exchange Act § 3(a)(4). Exchange Act § 3(a)(5).
NASD Rule 2310 Recommendations to Customers (Suitability) -
(a) In recommending to a customer the purchase, sale or
exchange of any security, a member shall have reasonable
grounds for believing that the recommendation is suitable for
such customer upon the basis of the facts, if any, disclosed by
such customer as to his other security holdings and as to his
financial situation and needs. . . .
(to become FINRA Rule 2111 on July 9, 2012)

45. Fabrice Tourre
Goldman, Sachs & Co.
Employee
http://www.youtube.com/watch?v=X42k4ikIBKg

46. Broker-Dealers
Dodd-Frank Act § 913
• SEC Report
Directs the SEC to conduct a
study and issue a report re:
the obligations of
brokers, dealers, and
investment advisers when
providing personalized
investment advice and
recommendations to retail
customers
• Rules
Authorizes the SEC to
commence rulemaking to
address the legal or
regulatory standards of care
for brokers, dealers, and
investment advisers

47. Broker-Dealers
Dodd-Frank Act § 913 January 2011 SEC Report
Recommends that the SEC establish a uniform
• SEC Report fiduciary standard for investment advisers and
Directs the SEC to conduct a broker-dealers when providing investment
study and issue a report re: advice to retail customers that is consistent
the obligations of with the standard that currently applies to
brokers, dealers, and investment advisers.
investment advisers when
providing personalized
investment advice and
recommendations to retail
customers
• Rules
Authorizes the SEC to
commence rulemaking to
address the legal or
regulatory standards of care
for brokers, dealers, and
investment advisers

48. Broker-Dealers
Dodd-Frank Act § 913 January 2011 SEC Report
Recommends that the SEC establish a uniform
• SEC Report fiduciary standard for investment advisers and
Directs the SEC to conduct a broker-dealers when providing investment
study and issue a report re: advice to retail customers that is consistent
the obligations of with the standard that currently applies to
brokers, dealers, and investment advisers.
investment advisers when
providing personalized
investment advice and
recommendations to retail
customers
• Rules Future?
Authorizes the SEC to
commence rulemaking to
address the legal or
regulatory standards of care
for brokers, dealers, and
investment advisers

49. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
SOX 404(b)
of State Exemption
“Accredited Regulation
Investor” of “Mid-
Sized”
Investment Broker-Dealer
“Bad Boy” Advisers Standard of Care
Disqualification When Making
Recommendations

50. Sarbanes-Oxley Act §
404
(a) All companies required to
file annual reports must
include a management
assessment of internal
control over financial
reporting.
(b) Each registered public
accounting firm that
prepares or issues the
audit report for the issuer
shall attest to, and report
on, the assessment made
by the management of
the issuer.

51. Sarbanes-Oxley Act §
404 $$$ - High Compliance Costs
(a) All companies required to
file annual reports must
include a management
assessment of internal
control over financial
reporting.
(b) Each registered public
accounting firm that
prepares or issues the
audit report for the issuer
shall attest to, and report
on, the assessment made
by the management of
the issuer.

52. Sarbanes-Oxley Act §
404 $$$ - High Compliance Costs
(a) All companies required to
file annual reports must
include a management • SEC had permitted “non-accelerated
assessment of internal filers” to postpone their compliance. The
controls over financial deferrals were set to expire for annual
reporting. reports for fiscal years ending on or after
June 15, 2010.
(b) Each registered public
accounting firm that
prepares or issues the
audit report for the issuer
shall attest to, and report
on, the assessment made
by the management of
the issuer.

53. Sarbanes-Oxley Act §
404 $$$ - High Compliance Costs
(a) All companies required to
file annual reports must
include a management • SEC had permitted “non-accelerated
assessment of internal filers” to postpone their compliance. The
control over financial deferrals were set to expire for annual
reporting. reports for fiscal years ending on or after
June 15, 2010.
(b) Each registered public
accounting firm that
prepares or issues the • Dodd-Frank § 989G(a) adds § 404(c) to the
audit report for the issuer Sarbanes-Oxley Act. The auditor
shall attest to, and report attestation requirement now applies only
on, the assessment made to accelerated filers and large accelerated
by the management of filers.
the issuer.

54. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
SOX 404(b)
of State Exemption
“Accredited Regulation
Investor” of “Mid-
Sized”
Investment Broker-Dealer
“Bad Boy” Advisers Standard of Care Say on Pay
Disqualification When Making
Recommendations

55. Citigroup’s Stock Price 2007-2010

56. Dodd-Frank Act § 951 –
Shareholder Vote on Executive
Compensation Disclosures
Public companies subject to the
federal proxy rules must:
• not less frequently than once every
3 years, must include a separate, non-
binding resolution subject to
shareholder vote to approve the
compensation of executives
• not less frequently than once every
6 years, must include a separate, non-
binding resolution subject to
shareholder vote to determine
whether the above votes will occur
every 1, 2, or 3 years

57. Dodd-Frank Act § 951 – SEC Final Rule, Release No. 34-63768.
Shareholder Vote on Executive
•Effective at first annual or other
Compensation Disclosures meeting on or after January 21, 2011.
Public companies subject to the • But, for “smaller reporting
federal proxy rules must: companies,” effective at first annual or
other meeting occurring on or after
January 21, 2013.
• not less frequently than once every
3 years, must include a separate, non-
binding resolution subject to
shareholder vote to approve the
compensation of executives
• not less frequently than once every
6 years, must include a separate, non-
binding resolution subject to
shareholder vote to determine
whether the above votes will occur
every 1, 2, or 3 years

58. Coldwater Creek, Inc. Proxy Statement, Filed with the SEC on 4-29-11
PROPOSAL 4
This proposal, which is commonly referred to as a "say-on-pay" vote, provides stockholders with the
opportunity to advise our Board of Directors and Compensation Committee regarding their approval of
the compensation of our named executive officers as described in the Compensation Discussion and
Analysis section, accompanying compensation tables and narrative disclosure set forth in this proxy
statement. This vote is not intended to address any specific item of compensation or the compensation of
any particular named executive officer, but rather the overall compensation of our named executive
officers as well as the philosophy and objectives of our executive compensation programs.
Our executive compensation programs are designed to attract, retain, motivate and reward talented
executives who can contribute to our long-term success and thereby build value for our stockholders. We
believe that our compensation program, with its balance of base salary, cash incentive awards and equity
compensation, rewards sustained performance that is aligned with long-term stockholder interests.
Our Compensation Committee, which is comprised of independent directors and seeks the input of
an outside compensation consultant, oversees our executive compensation and benefits programs. The
Compensation Committee approves the performance measurements and targets for our executive officers'
incentive pay, and also reviews and approves their compensation packages annually.
The say-on-pay vote is not binding on the Company, our Compensation Committee or our Board of
Directors. We value the opinions of our stockholders and the Compensation Committee will take into
account the result of the vote when determining future executive compensation.
The Board of Directors recommends that stockholders vote FOR the approval of the
compensation of our named executive officers.

59. Coldwater Creek, Inc. Proxy Statement, Filed with the SEC on 4-29-11
Broker non-
For Against Abstain votes
45,163,605 512,501 3,823,918 8,744,864
PROPOSAL 4
This proposal, which is commonly referred to as a "say-on-pay" vote, provides stockholders with the
opportunity to advise our Board of Directors and Compensation Committee regarding their approval of
the compensation of our named executive officers as described in the Compensation Discussion and
Analysis section, accompanying compensation tables and narrative disclosure set forth in this proxy
statement. This vote is not intended to address any specific item of compensation or the compensation of
any particular named executive officer, but rather the overall compensation of our named executive
officers as well as the philosophy and objectives of our executive compensation programs.
Our executive compensation programs are designed to attract, retain, motivate and reward talented
executives who can contribute to our long-term success and thereby build value for our stockholders. We
believe that our compensation program, with its balance of base salary, cash incentive awards and equity
compensation, rewards sustained performance that is aligned with long-term stockholder interests.
Our Compensation Committee, which is comprised of independent directors and seeks the input of
an outside compensation consultant, oversees our executive compensation and benefits programs. The
Compensation Committee approves the performance measurements and targets for our executive officers'
incentive pay, and also reviews and approves their compensation packages annually.
The say-on-pay vote is not binding on the Company, our Compensation Committee or our Board of
Directors. We value the opinions of our stockholders and the Compensation Committee will take into
account the result of the vote when determining future executive compensation.
The Board of Directors recommends that stockholders vote FOR the approval of the
compensation of our named executive officers.

60. Coldwater Creek, Inc. Proxy Statement, Filed with the SEC on 4-29-11
PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF "SAY-ON-PAY" VOTE
This proposal provides our stockholders an advisory vote on whether the frequency with which we should hold
a say-on-pay vote should be once every one, two, or three years. Alternatively, stockholders may choose to abstain.
Our Board of Directors and Compensation Committee believe that having a say-on-pay vote every year is the
best approach for the Company. The Board believes that an annual advisory vote will give our stockholders the
opportunity to provide us with direct and timely input on our compensation philosophy, policies and practices as
disclosed in the proxy statement.
You are not voting to approve or disapprove of the Board's recommendation. This advisory vote on the
frequency of future advisory votes on named executive officer compensation is non-binding on the Company, our
Compensation Committee or our Board of Directors. Notwithstanding the Board's recommendation and the
outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less
frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of
material changes to compensation programs.
The Board of Directors recommends a vote for the frequency of EVERY YEAR

61. Coldwater Creek, Inc. Proxy Statement, Filed with the SEC on 4-29-11
Broker non-
One Year Two Year Three Year Abstain votes
41,129,987 81,457 4,429,403 3,859,177 8,744,864
PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF "SAY-ON-PAY" VOTE
This proposal provides our stockholders an advisory vote on whether the frequency with which we should hold
a say-on-pay vote should be once every one, two, or three years. Alternatively, stockholders may choose to abstain.
Our Board of Directors and Compensation Committee believe that having a say-on-pay vote every year is the
best approach for the Company. The Board believes that an annual advisory vote will give our stockholders the
opportunity to provide us with direct and timely input on our compensation philosophy, policies and practices as
disclosed in the proxy statement.
You are not voting to approve or disapprove of the Board's recommendation. This advisory vote on the
frequency of future advisory votes on named executive officer compensation is non-binding on the Company, our
Compensation Committee or our Board of Directors. Notwithstanding the Board's recommendation and the
outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less
frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of
material changes to compensation programs.
The Board of Directors recommends a vote for the frequency of EVERY YEAR

62. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
SOX 404(b) Mine
of State Exemption Safety
“Accredited Regulation
Investor” of “Mid- Disclosures
Sized”
Investment Broker-Dealer
“Bad Boy” Advisers Standard of Care Say on Pay
Disqualification When Making
Recommendations

64. Dodd-Frank Act § 1503 – Reporting Requirements
Regarding Coal or Other Mine Safety
Each issuer that is required to file
periodic reports and that is an operator
of a mine (or that has a subsidiary that
is) shall include in each periodic report
the following information for the time
period covered by the report:
• total # of violations of health or
safety standards that could
“significantly and substantially”
contribute to a health or safety
hazard under § 104 of the Mine
Safety and Health Act for which
operator received a citation from
Mine Safety and Health
Administration
• total # of orders, citations,
violations issued under other
specified sections of the Mine Act

65. Dodd-Frank Act § 1503 – Reporting Requirements
Regarding Coal or Other Mine Safety
Each issuer that is required to file
SEC Final Rule, Dec. 21, 2011,
periodic reports and that is an operator
Release No. 34-66019
of a mine (or that has a subsidiary that
is) shall include in each periodic report
• applies only to mines located in the U.S.
the following information for the time
period covered by the report:
• requires mine-by-mine disclosure
• total # of violations of health or
• no special treatment for smaller reporting
safety standards that could
companies
“significantly and substantially”
contribute to a health or safety
• no exclusion of orders or citations that
hazard under § 104 of the Mine
issuer is contesting
Safety and Health Act for which
operator received a citation from
• no exclusion of orders or citations that were
Mine Safety and Health
received but subsequently
Administration
dismissed, reduced, or vacated
• total # of
orders, citations, violations issued
under other specified sections of the

66. Dodd-Frank Act § 1503 – Reporting Requirements
Regarding Coal or Other Mine Safety
SEC Final Rule, Dec. 21, 2011,
Release No. 34-66019
Example of Tabular Presentation

67. Dodd-Frank Act § 1503 – Reporting Requirements
Regarding Coal or Other Mine Safety
File Form 8-K within 4 business days after
receipt by issuer (or subsidiary) of:
• imminent danger order under § 107(a) of the
Mine Act
• written notice from the MSHA of a pattern of
violations of mandatory health or safety
standards as could significantly and
substantially contribute to the cause and
effect of health or safety hazards under §
104(e) of the Mine Act
• written notice from the MSHA of the
potential to have a pattern of such violations
New Item 1.04 Mine Safety – Reporting of
Shutdowns and Patterns of Violations

68. The Dodd-Frank Act
Registration
Financial Public
Exemptions
Professionals Companies
Definition
SOX 404(b) Mine
of State Exemption Safety
“Accredited Regulation
Investor” of “Mid- Disclosures
Sized”
Investment Broker-Dealer
“Bad Boy” Advisers Standard of Care Say on Pay
Disqualification When Making
Recommendations

69. http://www.sec.gov/spotlight/dodd-frank.shtml

70. How the Dodd-Frank Act Affects Practice in Idaho
Wendy Couture
Associate Professor
University of Idaho College of Law
wgcouture@uidaho.edu
Thank you!