In a decision poised to change the landscape of Employee Retirement Income Security Act of 1974 (“ERISA”) litigation, on April 17, 2025, the Supreme Court held in Cunningham et al. v. Cornell University et al. that a claimant...more
4/23/2025
/ Class Action ,
Corporate Counsel ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employer Liability Issues ,
Employment Litigation ,
ERISA Litigation ,
Fiduciary Duty ,
Motion to Dismiss ,
Pleading Standards ,
Retirement Plan ,
SCOTUS
In a recent decision by the U.S. District Court Northern District of Texas, Judge Matthew J. Kacsmaryk ruled that the U.S. Department of Labor’s 2022 Rule (the 2022 Rule) on environmental, social, and governance (ESG)...more
3/14/2025
/ Chevron Deference ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Final Rules ,
Investment ,
Loper Bright Enterprises v Raimondo ,
Popular ,
Regulatory Requirements ,
Retirement Plan ,
SCOTUS
On January 10, 2025, the U.S. District Court for the Northern District of Texas (the “Court”) held, in Spence v. American Airlines, Inc., that American Airlines (“American”) and the American Airlines Employee Benefits...more
1/29/2025
/ Corporate Governance ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Financial Services Industry ,
Investment ,
Investment Funds ,
Investment Management ,
Plan Administrators ,
Retirement Plan
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report.
ANNUAL CYBERSECURITY...more
12/24/2024
/ Annual Reports ,
Artificial Intelligence ,
Corporate Governance ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
EU ,
Form 10-K ,
Form 20-F ,
MD&A Statements ,
Non-GAAP Financial Measures ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Sustainable Business Practices
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement.
For...more
12/24/2024
/ Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Non-GAAP Financial Measures ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Task Force on Climate-related Financial Disclosures (TCFD)
On November 7, 2024, the U.S. Internal Revenue Service (the IRS) released Form 15620,1 which standardizes elections under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code,” and such elections,...more
On July 3, 2024, the United States District Court for the Northern District of Texas (the “Court”) in Ryan LLC v. Federal Trade Commission (“Ryan”) preliminarily enjoined the U.S. Federal Trade Commission (“FTC”) from...more
7/12/2024
/ Appeals ,
Employer Liability Issues ,
Employment Contract ,
Employment Litigation ,
Federal Bans ,
Federal Trade Commission (FTC) ,
Final Rules ,
Litigation Strategies ,
Non-Compete Agreements ,
Preliminary Injunctions ,
Texas
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
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
Welcome to the first 2024 edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation...more
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
2/5/2024
/ Employee Handbooks ,
Employee Rights ,
Employees ,
Employer Liability Issues ,
Employment Litigation ,
Employment Policies ,
Federal Trade Commission (FTC) ,
Human Resources Professionals ,
Labor Reform ,
Restrictive Covenants ,
Whistleblowers
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
Welcome to the final 2023 edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
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
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
Welcome to the third edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
10/17/2023
/ Airlines ,
Class Action ,
Energy Sector ,
Exxon Mobil ,
Financial Institutions ,
Oil & Gas ,
Publicly-Traded Companies ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation
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
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
Welcome to the second edition of Shearman & Sterling’s Fifth Circuit Securities Litigation Quarterly. As public companies and financial institutions continue to migrate to Texas, our Texas-based securities litigation team...more
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
6/26/2023
/ Confidential Information ,
Employer Liability Issues ,
Employment Contract ,
Federal Trade Commission (FTC) ,
Hiring & Firing ,
Intellectual Property Protection ,
New Legislation ,
New York ,
Non-Compete Agreements ,
Non-Disclosure Agreement ,
Restrictive Covenants ,
State Labor Laws
Shearman & Sterling is pleased to announce our the publication of our Fifth Circuit Securities Litigation Quarterly. Given the many public companies and financial institutions that are moving to Texas, our Texas-based...more
Yesterday the United States Supreme Court heard oral argument in a case raising questions of when investors have standing to sue under Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”). Slack...more
On August 16, 2022, President Biden signed the Inflation Reduction Act (the “IRA”), which included provisions for clean energy tax and climate tax incentive credits for taxpayers – generally builders, developers and owners of...more
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
On December 14, 2022, the SEC adopted amendments that significantly change the requirements for Rule 10b5-1 plans, including by imposing a 90 to 120 day cooling-off period for plans adopted by directors and officers, and...more