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
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
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
11/4/2021
/ Board of Directors ,
Climate Change ,
Corporate Governance ,
Corporate Management ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cybersecurity ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Equity ,
Executive Compensation ,
Human Capital ,
Shareholders
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
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
10/2/2020
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Markets ,
CEOs ,
Commercial Real Estate Market ,
Corporate Governance ,
Cybersecurity ,
Diversity ,
Executive Compensation ,
Golden Parachutes ,
Shareholders
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
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
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
We provide a deeper dive into the key stimulus programs under the CARES Act, as summarized in our client note “Congress Passes Largest Ever Economic Stimulus Package: Key Provisions of CARES Act.” The following table...more
We provide a deeper dive into the key stimulus programs under the CARES Act, as summarized in our client note “Congress Passes Largest Ever Economic Stimulus Package: Key Provisions of CARES Act.” The following table...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
We provide a deeper dive into the key stimulus programs under the CARES Act, as summarized in our client note “Congress Passes Largest Ever Economic Stimulus Package: Key Provisions of CARES Act.” The following table...more
In the wake of the market disruption caused by the COVID-19 outbreak, a number of employers have announced temporary salary reductions as a means of conserving cash, and thus demonstrating sound stewardship. This memorandum...more
We provide a deeper dive into the key stimulus programs under the CARES Act, as summarized in our client note Congress Passes Largest Ever Economic Stimulus Package: Key Provisions of CARES Act. The following table summarizes...more
Equity-based incentives are intended to motivate high levels of performance and align the interests of employees with those of shareholders. When markets decline steeply, however, many companies find that a significant...more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
The COVID-19 outbreak has had a swift and volatile impact on business operations and the financial markets. Because this is occurring simultaneously with the annual incentive award cycle of many companies, immediately at...more
US DEVELOPMENTS -
SEC and NYSE/Nasdaq Developments -
SEC Proposes Changes to Accredited Investor Definition to Broaden Access to Investments -
In December 2019, the Securities and Exchange Commission (SEC)...more
2/8/2020
/ Acquisitions ,
Antitrust Provisions ,
Capital Markets ,
Corporate Governance ,
Department of Justice (DOJ) ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
Latin America ,
Mergers ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
On December 30, 2019, New York State enacted the “Women on Corporate Boards Study Act” (the “Act”), which requires the New York Department of State and the Department of Taxation and Finance to conduct a study on the number...more
EU DEVELOPMENTS -
Corporate and Capital Markets -
Institutional Investment: ESMA Report on Undue Short-Term Pressure on Corporations (Corporate Aspects) -
On 18 December 2019, the European Securities and Markets...more
1/22/2020
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Prospectus ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
UK ,
Venture Capital
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)
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in September 2019.
...more
10/29/2019
/ C&DIs ,
CONSOB ,
Corporate Governance ,
Emerging Growth Companies ,
European Securities and Markets Authority (ESMA) ,
FATF ,
Financial Conduct Authority (FCA) ,
Investment Company Act of 1940 ,
Libor ,
New Rules ,
NYSE ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in April 2019.
...more
9/23/2019
/ Acquisitions ,
Capital Markets ,
Corporate Governance ,
Enforcement Actions ,
EU ,
Financial Institutions ,
Italy ,
Mergers ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
UK
Concern for environmental and social issues has reached an inflection point. While traditional governance issues that have been a staple of investor advocacy and discussion (the “G” of ESG) continue to be important,...more
9/11/2019
/ Best Practices ,
Board of Directors ,
Business Plans ,
Business Strategies ,
Capital Investments ,
Capital Markets ,
CEOs ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Golden Parachutes ,
Pay Ratio ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Activism ,
Stakeholder Engagement ,
Woman Board Members