Doreen Lilienfeld

Doreen Lilienfeld

Shearman & Sterling LLP

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DOL Proposes 60-Day Delay of ‘Fiduciary Rule’ Applicability Date to June 9, 2017

On March 1, 2017, the Department of Labor issued a proposed rule that, when finalized, will delay the applicability date of its “fiduciary rule” and related exemptions to June 9, 2017, which is 60 days from its original...more

3/3/2017 - Comment Period DOL ERISA Fiduciary Rule Presidential Memorandum Proposed Rules

Governance & Securities Law Focus: Latin America Edition - February 2017

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the fourth quarter of 2016 that may be of interest to Latin American corporations and...more

2/16/2017 - Asia Corporate Counsel Corporate Governance Enforcement Actions EU FCPA Securities Litigation UK

SEC to Reconsider the Pay Ratio Rule

On February 6, 2017, the SEC’s Acting Chairman, Michael S. Piwowar, issued a public statement requesting detailed comments on any “unexpected challenges” faced by issuers preparing to comply with the pay ratio disclosure rule...more

2/10/2017 - Administrative Procedure Act Corporate Governance Disclosure Requirements Executive Compensation Pay Ratio SEC

Governance & Securities Law Focus: Asia Edition - February 2017

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

2/8/2017 - Asia C&DIs Corporate Governance Diversity FCPA Foreign Private Issuers Non-GAAP Financial Measures Resource Extraction SZ-HK Connect Tender Offers Third Country Entities UK US v Salman Volkswagen

President Trump Mandates Reconsideration of DOL’s ‘Fiduciary’ Rule

Late Friday, the White House issued a Presidential Memorandum requiring the Department of Labor to take a second look at its “fiduciary rule.” The Memorandum directs the DOL to prepare an updated economic and legal analysis...more

2/6/2017 - DOL Fiduciary Rule Presidential Memorandum Trump Administration

Governance & Securities Law Focus: Europe Edition - January 2017

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

1/27/2017 - Canada Corporate Governance Diversity EU EU Market Abuse Regulation (EU MAR) Proxy Voting Guidelines Remuneration Third Country Entities (TCEs) UK

What’s Next for the DOL’s ‘Fiduciary’ Rule?

Under consideration for over 15 years, the rule’s applicability date lands shortly after the Republicans gain control of both houses of Congress and the Presidency. This short client alert outlines some of the options...more

12/1/2016 - Best Interest Contract Exemptions DOL ERISA Fiduciary Rule Trump Administration

Potential US Tax Reform Could Fundamentally Change the Structure of the US Tax System

With the election of Donald Trump, who pledged during the campaign to usher in fundamental tax reform (including major tax cuts), the Republican majorities in Congress have begun planning major tax changes to the Internal...more

11/29/2016 - Corporate Taxes Income Taxes Tax Rates Tax Reform Trump Administration

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

11/16/2016 - Board of Directors Contested Elections Corporate Governance Director Nominations Dissident Shareholders Proposed Amendments Proxy Statements SEC Universal Proxy Cards

Governance & Securities Law Focus: Latin America Edition - October 2016

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2016 that may be of interest to Latin American corporations and financial...more

10/28/2016 - Corporate Governance EU EU Market Abuse Regulation (EU MAR) Hong Kong Italy Latin America Person of Significant Control (PSC Register) Prospectus Prudential Regulation Authority Shenzhen Stock Exchange (SZSE)

Governance & Securities Law Focus: Asia Edition - October 2016

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

10/27/2016 - Asia Corporate Governance EU EU Market Abuse Regulation (EU MAR) Germany Hong Kong Stock Exchange IPO Italy Person of Significant Control (PSC Register) Prospectus Shenzhen Stock Exchange (SZSE) Stock Connect Takeover Bids

Governance & Securities Law Focus: Europe Edition, October 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

10/18/2016 - Corporate Counsel Corporate Governance EU Germany Hong Kong Hong Kong Stock Exchange Initial Public Offerings Insider Trading Italy Market Abuse Person of Significant Control (PSC Register) Prospectus Proxy Advisors Stock Connect Takeover Bids UK

“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

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