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Texas District Court ESG ruling has broader implications for ERISA plan fiduciaries

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

FORMS 10-K AND 20-F - Preparing for your Annual report

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

Personal protection: perk or necessity?

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

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

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

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

Washington State Becomes Next to Mandate Gender Diversity on Boards

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

2020 Proxy Season – Quick Reference Guide

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

2019 Proxy Season – Quick Reference Guide

’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

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