Shearman And Sterling

Shearman & Sterling is firmly committed to helping clients achieve their business objectives. With a focus on our clients’ changing needs and goals, we deliver a wide range of materials and services to keep them up to date and informed.

Perspective

Inside the Trilateral Commission: Power elites grapple with China's rise

November 23, 2022

Partner Masahisa Ikeda, Asia Regional Managing Partner and Head of Shearman & Sterling’s Tokyo office, commented on the Trilateral Commission in the special lead-off article in the November 28, 2022 issue of Nikkei Asia.

Perspective

The FTC Abandons (The Rule of) Reason

November 17, 2022

On November 10, 2022, the Federal Trade Commission (FTC) issued a policy statement (the “Policy Statement”) radically expanding the FTC’s interpretation of prohibited “unfair methods of competition” under Section 5 of the FTC Act. According to the Policy Statement, in determining whether something is unfair, the FTC will consider (1) whether the conduct is “coercive, exploitative, collusive, abusive, deceptive, predatory, or involve[s] the use of economic power of a similar nature” and (2) whether the conduct impairs competition. Notably, the FTC is abandoning the longstanding “rule of reason” previously employed by the FTC and by courts in antitrust cases. Instead, the Policy Statement states that the FTC may bring Section 5 cases without alleging a relevant product market and may not allow companies to justify allegedly unfair conduct with procompetitive or business justifications. Although this interpretation will no doubt be tested in the courts in the coming years, the Policy Statement creates significant uncertainty for companies now, both in their day-to-day activities and in the M&A context.

Perspective

Maximizing Opportunities in Clean Hydrogen and Carbon Capture Under the US Inflation Reduction Act

November 17, 2022

Shearman & Sterling hosted the webinar Maximizing Opportunities in Clean Hydrogen and Carbon Capture Under the U.S. Inflation Reduction Act on November 17, 2022.

Perspective

Sara Coelho and Alexander Wood on what happens when Crypto meets Legal Frameworks

November 16, 2022

Financial Restructuring & Insolvency partners Sara Coelho and Alexander Wood shared their thoughts on what happens when novel intangible assets meet ancient, abstract legal frameworks in insolvency with Reuters. The article examines how the nature and status of cryptoassets may come to be tested in detail under numerous legal systems – in light of the tumultuous events surrounding crypto-exchanges, which happened in November 2022.

Perspective

Shearman & Sterling Releases 20th Annual Corporate Governance & Executive Compensation Survey

November 14, 2022

Global law firm Shearman & Sterling released the 20th edition of its annual Corporate Governance & Executive Compensation Survey which examines the corporate governance and compensation practices of 100 of the largest U.S. public companies listed on the NYSE and Nasdaq. Shearman & Sterling has been chronicling developments in corporate governance and executive compensation matters since 2003.

Perspective

Unsanctioned Payments: Overcoming Force Majeure Through Non-Contractual Performance

November 11, 2022

In what some may regard as a surprising outcome, the English Court of Appeal has held that a force majeure clause was not triggered because the affected party could have accepted performance that was not in accordance with the terms of the contract.

Perspective

Debt Buyback and Liability Management Considerations in a Volatile Market

November 10, 2022

In light of continued negative macroeconomic trends—including but not limited to meaningfully higher global inflation, tightening monetary policy by central banks, volatile energy prices, slowing consumption, continued supply chain issues and geopolitical conflicts—global financial markets have been adversely impacted in 2022. Trading prices for many debt securities and bank loans have fallen significantly as market expectations have adjusted. This volatility in secondary markets may present an attractive opportunity for companies and, in the private equity space, their sponsors to repurchase outstanding debt and de-lever at a significant discount.

Perspective

Gas Market Insolvencies in Great Britain: Legal, Regulatory and Insolvency Issues

November 09, 2022

This note updates our 4 October 2021 publication on these issues. It highlights U.K. gas regulatory and financial markets issues arising out of the current crisis that create challenges for participants. We expect this note to be of interest to trading companies in the gas supply chain, participants in the gas financial markets and their clearing firms, insolvency officials and practitioners, and even consumers.

Perspective

Crypto Winter Disputes: Navigating the Intersection of Crypto, Arbitration and Insolvency

November 04, 2022

Counsel Edward Taylor (Hong Kong-International Arbitration) co-authored an article titled “Crypto Winter Disputes: Navigating the Intersection of Crypto, Arbitration and Insolvency” for the IBA Arbitration Bulletin’s October edition.

Perspective

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

November 04, 2022

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts, particularly in a corporate context, that the English Court of Appeal recently considered the effect of a good faith clause in a shareholder agreement, in the context of an unfair prejudice petition under section 994 of the Companies Act 2006 (the “Companies Act”).