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FTC's non-compete rule in limbo following Texas District Court’s preliminary injunction

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

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

Fifth Circuit Securities Litigation Quarterly - Q1 2024

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

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

Fifth Circuit Securities Litigation Quarterly Q4 2023

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

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

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

Fifth Circuit Securities Litigation Quarterly Q3 2023

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

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

Fifth Circuit Securities Litigation Quarterly Q2 2023

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

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

Fifth Circuit Securities Litigation Quarterly Q1 2023

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

United States Supreme Court Hears Oral Argument in Securities Act Case Raising Questions of Standing

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

Prevailing Wage and Apprentice Requirements for Clean Energy Tax Credits are Coming into Effect on January 29, 2023

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

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

SEC Changes Requirements for Rule 10b5-1 Plans

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

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

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

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

IRS Proposes Carried Interest Rules Recharacterizing Certain Capital Gain in Connection with Profits Interests

On July 31, 2020, the Internal Revenue Service (IRS) published proposed regulations providing guidance under Section 1061 (the “Proposed Regulations”) of the Internal Revenue Code (the “Code”). Section 1061, which was added...more

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