The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more
The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
1/26/2023
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Proxy Season ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Shareholder Proposals ,
Shareholders
After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
On June 8, 2020, U.S. Department of the Treasury (Treasury) Secretary Steven Mnuchin and Small Business Administration (SBA) Administrator Jovita Carranza issued a statement regarding the enactment of the Paycheck Protection...more
On June 3, 2020, Congress passed the Paycheck Protection Flexibility Act of 2020 (the Act). The Act eases restrictions on Paycheck Protection Program (PPP) loans and gives business owners more flexibility in spending loan...more
On May 22, 2020, the U.S. Small Business Administration (SBA) and the U.S. Department of the Treasury published its Paycheck Protection Program (PPP) Loan Forgiveness Rules and Loan Review Procedures and Related Borrower and...more
On April 8, 2020, the Securities and Exchange Commission (SEC), adopted amendments that would allow business development companies (BDCs) and registered closed-end funds (CEFs), to use the securities offering rules that are...more
On May 16, 2020, the U.S. Small Business Administration (SBA) and the U.S. Department of the Treasury published its Paycheck Protection Program (PPP) Loan Forgiveness Application. Additionally, the Treasury Department stated...more
On May 13, 2020, the U.S. Small Business Administration (SBA) and the U.S. Department of the Treasury posted additional guidance on eligibility for the Paycheck Protection Program (PPP) by updating the SBA’s Frequently Asked...more
On April 23, 2020 and April 28, 2020, the U.S. Small Business Administration (SBA) and the U.S. Department of the Treasury posted additional guidance on eligibility for the Paycheck Protection Program (PPP) by updating its...more
Originally published March 27,2020 – Last updated April 27,2020
The Novel Coronavirus (COVID-19) pandemic has swiftly and significantly unsettled key sectors of the U.S. economy, impacted the viability of many businesses and...more
4/29/2020
/ Business Taxes ,
CARES Act ,
Coronavirus/COVID-19 ,
Family and Medical Leave Act (FMLA) ,
Federal Loans ,
Financial Stimulus ,
General-Business ,
Income Taxes ,
Paid Sick Leave Act ,
Paycheck Protection Program (PPP) ,
Popular ,
Relief Measures ,
Retirement Funds ,
Small Business ,
Student Loans ,
Tax Relief ,
Unemployment Benefits
Originally published April 7, 2020 – Last updated April 27, 2020
On March 31, 2020, the U.S. Department of the Treasury and the U.S. Small Business Administration (SBA) released a summary of the Paycheck Protection Program...more
On March 31, 2020, the U.S. Department of the Treasury and the U.S. Small Business Administration (SBA) released a summary of the Paycheck Protection Program (PPP), which was enacted into law as part of the CARES Act. On...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
The Novel Coronavirus (COVID-19) pandemic has swiftly and significantly unsettled key sectors of the U.S. economy, impacted the viability of many businesses and affected the financial health of millions of Americans. In...more
3/30/2020
/ Business Taxes ,
CARES Act ,
Coronavirus/COVID-19 ,
Family and Medical Leave Act (FMLA) ,
Federal Loans ,
Financial Stimulus ,
Income Taxes ,
Paid Sick Leave Act ,
Paycheck Protection Program (PPP) ,
Relief Measures ,
Retirement Funds ,
Small Business ,
Student Loans ,
Tax Relief ,
Unemployment Benefits
As the markets continue to react to the COVID-19 pandemic, the trading prices of many corporate loans and bonds have fallen dramatically. As a result, many companies (or their private equity sponsors) are looking at...more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
In a December 18, 2019 release, the U.S. Securities and Exchange Commission proposed to amend the definition of “accredited investor” in Rule 501 of Regulation D and the definition of “qualified institutional buyer” in Rule...more
1/9/2020
/ Accredited Investors ,
Financial Regulatory Reform ,
Investment Advisers Act of 1940 ,
Proposed Amendments ,
Qualified Institutional Buyers ,
Registered Investment Advisors ,
Regulation D ,
Rule 144A ,
Rule 501 ,
Rule 506 ,
Rulemaking Process ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Regulation