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FTC Says (Almost) No More Employee Non-Competes

On April 23, 2024, the Federal Trade Commission (“FTC”) issued the Non-Compete Clause Rule (“Final Rule”). Under the Final Rule, after the effective date (120 days from publication in the Federal Register), almost all...more

DOL Issues Final Rule Amending QPAM Exemption

On April 3, 2024, the Department of Labor (DOL) released its final rule amending Prohibited Transaction Exemption 84-14 (PTE 84-14). PTE 84-14 exempts from ERISA’s prohibited transaction rules certain transactions between...more

New Rules Highlight the Need to Review Employee Forms and Policies

For many companies, the use of “form” employee documents is an efficient practice that ensures consistent treatment. That said, reliance on forms can often breed complacency. In this new year, companies should consider a...more

2024 Proxy Season Quick Reference Guide

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

DOL Proposes New Fiduciary Rule Aimed at Investment Advice to Individual Retirement Investors

More than five years after the Fifth Circuit Court of Appeals decision to vacate the Department of Labor’s (DOL) 2016 fiduciary rule, the DOL has proposed a new rule that, once again, attempts to re-define when financial...more

IRS Indefinitely Extends Use of Electronic Signatures for Section 83(b) Elections

On October 17, 2023, the U.S. Internal Revenue Service (IRS) updated its Internal Revenue Manual (IRM) to fully incorporate into the IRM certain e-signature policies and procedures permitting the use of electronic signatures...more

SEC Accelerates Schedule 13D/G Filing Deadlines and Issues Guidance on Derivatives and Group Formation

On October 10, 2023, the SEC adopted amendments to the rules governing the reporting of beneficial ownership of securities under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The amendments accelerate the...more

SEC Brings Charges Under Enforcement Initiative Directed at Insider Report Compliance Failures

On September 27th, 2023, the SEC brought charges against six officers, directors and major shareholders of public companies for repeated failures to make timely filings pursuant to Section 13 and Section 16 of the Securities...more

SEC Clawback Rules Take Effect: What Companies Should Do Now

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE) and Nasdaq Stock Market’s (Nasdaq) proposed clawback listing standards, including the amendments that delayed the...more

Senate Proposes to Extend Section 16 Requirements to Foreign Private Issuers

The U.S. Senate recently passed the National Defense Authorization Act for Fiscal Year 2024 (the “NDAA”), which, if enacted, would subject insiders (i.e., directors, executive officers and greater than 10% shareholders) of...more

New York State Poised to Ban Non-Competes

On June 20, 2023, the New York State Assembly passed A1278B, which amends the state’s labor law to prohibit non-compete agreements (the “Bill”). The Assembly’s passage of the Bill, which comes on the heels of the New York...more

Key Considerations for Employers in a Liquidity Crisis (Including With Respect to Silicon Valley Bank Closure)

The recent closure of Silicon Valley Bank (the “SVB Closure”) has created liquidity issues for many employers, which in turn may impact their ability to, among other things, timely pay employees and operate their compensation...more

Lessons for Public Companies’ Disclosure Controls from Recent SEC Enforcement

The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more

2023 Proxy Season Quick Reference Guide

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

The FTC Sets its Sights on Noncompete Agreements, Launches First Major Standalone Section 5 Claims

Last week, the FTC announced two significant moves. First, the FTC brought its first major standalone Section 5 actions, targeting certain companies’ employment noncompete agreements as unfair methods of competition. The very...more

DOL Finalizes ESG Rule for ERISA Plan Fiduciaries

The Department of Labor (the DOL) has released its final rule clarifying how and when ERISA fiduciaries may consider ESG factors in making investment decisions for a plan. The rule also offers substantial guidance on the...more

2022 Proxy Season Quick Reference Guide

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

SEC Proposes Significant Changes to Rule 10B5-1 Plans and Introduces New Disclosure Requirements

Recent comments by former SEC Chair Clayton and current SEC Chair Gensler called renewed attention to Rule 10b5-1 plans, which had also received recent legislative interest in Congress, contributing to the current rule...more

Corporate Governance & Executive Compensation Survey 2021 - 19th Annual Survey of the 100 Largest U.S. Public Companies

Today, Shearman & Sterling released its 19th annual Corporate Governance & Executive Compensation Survey, which finds that the boards of directors of the largest 100 U.S. companies have maintained their strong focus on...more

California Voters Pass Ballot Initiatives on Worker Classification and Executive Pay

On November 3, 2020, California voters approved several ballot initiatives including Proposition 22, which exempts online-enabled applications and platforms (such as Uber, Lyft, Postmates, DoorDash and Instacart) from a state...more

Corporate Governance and Securities Law Update: Latin America Edition, November 2020

This newsletter provides a snapshot of the principal U.S. and selected international governance and securities law developments during the third quarter of 2020 that may be of interest to Latin American corporations and...more

18th Annual Corporate Governance & Executive Compensation Survey 2020

In last year’s Survey, we noted that concern for environmental and social issues (the “E” and the “S” of “ESG”) had reached an inflection point, having taken center stage from the more traditional governance issues (the “G”...more

New Disclosure Guidelines‘Perk-olating’

It is well known that the impact of the COVID-19 pandemic on business operations has directly affected executive compensation decision-making and related disclosures. With this backdrop, the Securities and Exchange Commission...more

Guide to the Evolving Workplace

Among its many impacts on society, COVID-19 has changed, perhaps permanently, how employees interact with each other and the workplace. As some businesses begin to reopen their doors to their workforce, they should consider...more

CEO Pay Ratio—Three-Year Refresher

It has been three proxy seasons since the CEO pay ratio became the mandatory disclosure for most U.S. public companies. The CEO pay ratio rules allow a registrant to use the same median employee for comparison purposes for up...more

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