Doreen Lilienfeld

Doreen Lilienfeld

Shearman & Sterling LLP

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“Veep”: The Evolving Law of Advancement and Indemnification

Companies confer title of “Vice President” on a wide range of employees, from senior executives, in some cases, to line-level personnel, in others. While distinguishing someone functioning as a senior executive from someone...more

8/1/2016 - Board of Directors Bylaws Corporate Officers Indemnification Clauses Personal Liability

Governance & Securities Law Focus: Asia Edition, July 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

7/26/2016 - Admissions Beneficial Owner Corporate Counsel EU EU Market Abuse Regulation (EU MAR) Foreign Corporations Hong Kong Stock Exchange Information Reports Initial Public Offerings Person of Significant Control (PSC Register) Prospectus SMEs Transparency UK Brexit Young Lawyers

Governance & Securities Law Focus: Europe Edition, July 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

7/20/2016 - Admissions AIM Beneficial Owner Corporate Governance EU EU Market Abuse Regulation (EU MAR) Financial Conduct Authority (FCA) Initial Public Offerings International Financial Reporting Standards MiFID II UK UK Brexit UK Bribery Act

Brexit: Key Issues for General Counsel

On June 23rd, the UK electorate voted to leave the European Union in an advisory referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with the...more

7/15/2016 - Attorney-Client Privilege Commercial Contracts Corporate Counsel Corporate Governance EEA EFTA English Common Law EU Member State UK UK Brexit

Nasdaq Golden Leash Disclosure Rule Approved by SEC

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved a change to the Listing Rules of NASDAQ Stock Market LLC (“Nasdaq”). New Listing Rule 5250(b)(3) will require Nasdaq listed companies to publicly...more

7/15/2016 - Board of Directors Disclosure Requirements Foreign Issuers Golden Leash Arrangements Nasdaq SEC

The DOL’s New Fiduciary Rule: Capturing the Apparent Conflict at the “Moment of Rollover”

The US Department of Labor’s final fiduciary rule captures rollover, transfer and distribution recommendations to retirement investors. In essence, under the rule, a financial organization or adviser is acting as a fiduciary...more

6/9/2016 - Conflicts of Interest Distribution Rules DOL ERISA Fiduciary Duty IRA Rollovers Retirement Plan

The DOL’s New Fiduciary Rule: The Thin Line Between Education and Advice

Following the release in 2015 of the US Department of Labor’s proposed fiduciary rule, many commentators feared that communications that had previously been characterized as “investment education” would now constitute...more

5/12/2016 - DOL ERISA Fiduciary Duty Final Rules Investment Adviser Retirement Plan

The Re-Proposed Rule on Incentive-Based Compensation at Financial Institutions: Overview and Observations

To date, five of the six federal regulators (the “Agencies”) charged with promulgating rules under Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) have approved a joint proposed...more

5/6/2016 - Financial Institutions Incentive Compensation NCUA Proposed Regulation Regulatory Agencies

The DOL’s New Fiduciary Rule: The Details on Disclosure

As discussed in our publication dated April 14, 2016, the final Department of Labor fiduciary rule provides for two new prohibited transaction exemptions, the Best Interest Contract Exemption (the “BIC Exemption”) and the...more

5/6/2016 - Best Interest Contract Exemptions DOL ERISA Fiduciary Duty Investment Adviser Principal Transaction Exemption

Governance & Securities Law Focus: Asia Edition, April 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

4/21/2016 - Asia BIS Corporate Governance EU Limited Liability Partnerships Nasdaq Person of Significant Control (PSC Register) UK

The US Department of Labor’s Final “Fiduciary” Rule Incorporates Concessions to Financial Service Industry but Still Poses Key...

The Rule Will Require Restructuring of Pay and Compliance Policies at Financial Institutions Serving Retail Retirement Clients The Rule Also Increases the Litigation Risks to Financial Institutions Associated with...more

4/15/2016 - Best Interest Standard DOL ERISA Fiduciary Duty Investment Adviser Retirement Plan

Governance & Securities Law Focus: Europe Edition, April 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

4/15/2016 - Bribery Corporate Governance Diversity EU Interest Rates LLPs Person of Significant Control (PSC Register) Prospectus UK UK Brexit

Sun Capital: District Court Relies on Constructive Partnership Theory to Find Separate PE Funds Liable for a Portfolio Company’s...

The most recent Sun Capital decision is a troubling development for private equity fund sponsors and will likely require a “rethink” of fund structuring when private equity funds own portfolio companies with significant...more

4/5/2016 - ERISA Investment Portfolios Multiemployer Plan Private Equity Funds Sun Capital Partners

Governance & Securities Law Focus: Europe Edition, January 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

1/29/2016 - AIM Corporate Governance Enforcement Actions EU Financial Conduct Authority (FCA) Financial Reporting MiFID II Proxy Voting Guidelines Succession Planning Takeover Code Transparency Directive UK

ISS Publishes Updates to Its 2016 Executive Compensation Policies

On January 22nd, Institutional Shareholder Services Inc. (“ISS”) updated its Frequently Asked Questions for US Executive Compensation Policies and US Equity Compensation Plans. The original FAQs were published on December 18,...more

1/28/2016 - Corporate Governance Executive Compensation ISS

A Summary of Compensation-Related Updates to the Proxy Voting Guidelines of ISS and Glass Lewis

Institutional Shareholder Services Inc. (“ISS”) recently finalized its Proxy Voting Guidelines (the “ISS Guidelines”) that apply to all shareholder meetings held after February 1, 2016. A number of the updates relate to...more

12/8/2015 - Corporate Governance Equity Plans Executive Compensation Glass Lewis ISS Proxy Voting Guidelines

Compliance with the Formal Approval Requirements of Delaware Law Required for Stockholder Ratification of Director Compensation

On October 28th, the Delaware Chancery Court, in Espinoza v. Zuckerberg, et al., held that stockholder ratification of a transaction that was approved by an interested board of directors must be accomplished formally through...more

11/3/2015 - Controlling Stockholders Corporate Governance Delaware General Corporation Law Directors Executive Compensation Facebook First Impression Mark Zuckerberg Ratification Self-Dealing Shareholders Written Consent

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

10/19/2015 - AIM Capital Markets Corporate Governance Digital Single Market DOJ Enforcement Actions EU Executive Compensation Financial Conduct Authority (FCA) Israel Limited Partnerships London Stock Exchange Market Manipulation MiFID II Nasdaq NYSE Private Equity Regulation Technical Standards (RTS) SEC Shareholder Rights Transparency UK

Governance & Securities Law Focus: Europe Edition Q3 2015

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

10/13/2015 - Alternative Investment Funds Corporate Governance Enforcement Actions EU EU Directive European Securities and Markets Authority (ESMA) Executive Compensation Financial Reporting Germany London Stock Exchange NYSE OECD Proxy Season Proxy Voting Guidelines SEC Securities Shareholder Rights Transparency UK

A Summary of Comments From the DOL Hearing on the Proposed Conflict of Interest Rule

On August 13, 2015, the Department of Labor (the “DOL”) concluded a four day public hearing on its proposed conflict of interest rule (the “Proposed Rule”). The approximately 75 witnesses generally fell into two groups: the...more

8/25/2015 - Best Interest Contract Exemptions Comment Period Conflicts of Interest DOL ERISA Exemptions Financial Institutions Investment Adviser IRA Mandatory Arbitration Clauses Proposed Regulation REIT

The SEC’s Final Pay Ratio Rules: What You Need to Know

On August 5, 2015, the Securities and Exchange Commission released final rules implementing the pay ratio disclosure requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The final...more

8/11/2015 - Disclosure Requirements Dodd-Frank Executive Compensation Final Rules Form 10-K Pay Ratio Regulation S-K SEC Wages

IRS Determination Letters No Longer Available After 2016

The IRS recently announced significant changes to its determination letter program that will become effective January 1, 2017. These changes essentially eliminate determination letters for individually designed plans that are...more

8/4/2015 - Benefit Plan Sponsors Determination Letter ERISA IRS Qualified Retirement Plans

Governance & Securities Law Focus: Asia Edition - July 2015

In this issue: - HKEx Publishes Consultation Conclusions on Weighted Voting Rights - Corporate Governance Reforms in Japan - SEC and NYSE/Nasdaq Developments - Sanctions Round-Up - Noteworthy US...more

7/20/2015 - Asia China Conflict Mineral Rules Corporate Governance DOJ Enforcement Actions EU European Securities and Markets Authority (ESMA) Executive Compensation Financial Reporting Proxy Advisors Sanctions SEC UK Voting Rights

SEC Proposes Highly Anticipated Clawback Rules

On July 1, 2015, in a 3-2 vote of commissioners cast along party lines, the Securities and Exchange Commission (the “SEC”) proposed rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection...more

7/10/2015 - Clawbacks Disclosure Requirements Dodd-Frank Executive Compensation Incentive Compensation Proposed Regulation Regulation S-K SEC Section 10D

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