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.


SEC’s Proposed Amendments to Definition of ‘Exchange’: A Potential Game-Changing Impact on Crypto Companies

May 12, 2022

Partners Donna Parisi and Jennifer Morton co-authored an article for Reuters on the SEC’s proposed amendments to expand the definition of ‘exchange’ under the U.S. Securities Exchange Act of 1934, to include “communication protocol systems,” among other amendments, which could capture certain digital asset platforms, secondary trading platforms, and financial technology providers that do not function as exchanges, as currently defined, within the SEC’s jurisdiction.


Navigating Legal and Compliance Challenges when Starting Out

May 12, 2022

Of Counsel Simon Dodds has written an article for Global Banking & Finance Review about the legal and compliance challenges for startups in the financial services sector.


SEC Extends Comment Period for Proposed Climate-Related Disclosures

May 11, 2022

The SEC announced on May 9, 2022 that it has extended the public comment period on its proposed rules for climate-related disclosures until June 17, 2022.


CMA Merger Control Jurisdiction to be Expanded Further

May 10, 2022

The U.K. Competition and Markets Authority (CMA) is expected to be granted wider jurisdictional powers for merger control enforcement in legislative proposals mentioned in today’s Queen’s Speech. The powers derive from the outcome of a consultation on reforming competition and consumer policy initially announced by the U.K. Government in April 2022.


Developing an Energy Transition-Conscious Legal Roadmap for the Chemical Industry

May 09, 2022

The Chemical Industry Is the Largest Industrial Energy Consumer Worldwide. With a total gross value addition to the global economy of $5.7 trillion annually, equivalent to 7% of global GDP, the chemical industry is an integral part of the global economic landscape, permeating nearly every goods-producing sector while supporting 120 million workers worldwide.


Sanctions Round Up: First Quarter 2022

May 03, 2022

The world’s response to Russia’s invasion of Ukraine dominated the first quarter of 2022, as the US and its international partners coordinated efforts to impose unprecedented sanctions designed to isolate the Russian Federation from the global economy. The sweeping measures include the freezing of Russia’s foreign held reserves, blocking sanctions on Russia’s largest banks and Russian elites, sectoral sanctions against major issuers, and strict trade restrictions to deprive Russia of key goods and services. Elsewhere, the Department of Justice terminated its controversial “China Initiative” while the SEC identified six Chinese companies for potential de-listing from US exchanges for non-compliance with US audit requirements. Meanwhile, the US imposed sanctions on more conventional targets this quarter, including North Korean and Iranian ballistic missile procurement networks. Finally, OFAC announced settlements with US and non-US companies for prohibited dealings with Cuba and Iran.


SEC’s Division of Examinations Issues Risk Alert Regarding MNPI-Related Compliance Issues for Investment Advisers

May 02, 2022

On April 26, 2022, the Division of Examinations (the “Division”) of the Securities and Exchange Commission issued a Risk Alert listing notable examples of deficiencies that its staff has identified regarding investment advisers’ obligations to establish, maintain and enforce written policies and procedures to prevent the misuse of material nonpublic information (“MNPI”), as required by Section 204A of the Investment Advisers Act of 1940, as amended (the “Act”) and Rule 204A-1 thereunder (the “Code of Ethics Rule”).


Regulatory Changes in Hong Kong Regarding Bookbuilding and Placing Activities

April 29, 2022

On April 22, 2022, the Hong Kong Stock Exchange published an information paper (the “Information Paper”) outlining the consequential amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Rule Amendments") following the new requirements of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission issued by Securities and Futures Commission on bookbuilding and placing activities and sponsor coupling  (the “New Code Provisions”). The Rule Amendments, as well as the New Code Provisions, are due to take effect on August 5, 2022, with transitional arrangement in place as further elaborated in this article. The Information Paper was accompanied by a frequently asked question (FAQ No. 077-2022), providing practical guidance on these Rule Amendments.


UK PRIIPs Review Brings Welcome Clarification

April 28, 2022

The EU and U.K. PRIIPs Regulations have had a significant effect on practices in the wholesale capital markets. Uncertainty about whether some financial instruments qualify as a PRIIP has resulted in cautious interpretations and the exclusion of retail investors from debt offerings. To address these challenges, the U.K. government granted the Financial Conduct Authority new powers to make rules on the scope of products subject to the U.K. PRIIPs Regulation. The FCA has now made rules to clarify when certain features of corporate bonds make a product a PRIIP and provided new guidance on what it means for a financial instrument to be “made available” to retail investors. This memorandum summarizes the key changes that firms need to comply with by 2023 when offering or otherwise making available financial products to U.K. retail investors or in the U.K. markets.


US, EU And UK Expand Russian Sanctions Amid Ongoing Ukraine Conflict

April 27, 2022

Since late February 2022, the United States (U.S.), the European Union (EU) and its member states, the United Kingdom (U.K.), and many others — including Japan, Australia, New Zealand, Taiwan and Canada — have imposed sweeping new sanctions on Russia in response to its invasion of Ukraine.