The U.S. Department of Labor (DOL) recently announced two significant changes to 401(k) plan investments, signaling an increase in latitude for fiduciaries who wish to make available cryptocurrency investments in their plans...more
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
On December 18, 2024, the Delaware Supreme Court (the “Court”) held in LKQ Corp. v. Rutledge that forfeiture-for-competition provisions in employee equity award agreements are enforceable in certain contexts. This article...more
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)
The shocking murder of Brian Thompson, the Chief Executive Officer of UnitedHealthcare, while walking to an investor meeting in New York City on December 4, 2024, has caused many boards of directors and executive teams to...more
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 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
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
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
Pursuant to the recently-amended Washington Business Corporation Act (WBCA), effective June 11, 2020, corporations subject to the WBCA that are public companies will be required to either have a “gender-diverse board” by...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
KEY CONSIDERATIONS IN EMPLOYEE TERMINATIONS -
The rapid global spread of the novel coronavirus (COVID-19) has forced many businesses to operate with reduced staff, with some concluding that employee layoffs are necessary....more
Many employers have been forced to consider employee layoffs, furloughs or salary reductions as a way to manage some of the financial hardship created by COVID-19. Companies should keep in mind existing federal, state and...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
The rapid global spread of the novel coronavirus (COVID-19) has forced many businesses to operate with reduced staff, with some concluding that employee layoffs are necessary. This memorandum discusses key considerations for...more
Board Oversight Disclosure. Over the past several years, companies have increasingly used their proxy statements to communicate how their boards have exercised oversight over key matters. We expect this trend to accelerate in...more
11/15/2019
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Guidance Update ,
Institutional Shareholder Services (ISS) ,
Investment Adviser ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC)
On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed...more
12/28/2018
/ Clawbacks ,
Dodd-Frank ,
Hedging ,
Incentive Compensation ,
Pay-for-Performance ,
Proposed Regulation ,
Proxy Statements ,
Public Disclosure ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman &...more
12/21/2018
/ Board of Directors ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Glass Lewis ,
Institutional Investors ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals