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

Greater Flexibility for Raising Capital in Nasdaq Direct Listings

December 06, 2022

On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital raise).

Perspective

CFTC Delivers Notice to Ooki Via Chat Box: Important Legal Questions for DAOs

December 06, 2022

The United States District Court for the Northern District of California (the “Court”) recently held that a decentralized autonomous organization (DAO) could be served via its online forum. If upheld, this decision will have important implications for individuals and financial institutions who hold DAO governance tokens.

Perspective

Tenant Security Deposit or Unsecured Loan? State Law Disparity Leads to Forfeiture

December 05, 2022

Last month, Judge Caproni of the Southern District of New York issued a ruling stating that if a commercial lease does not require a landlord to hold a security deposit in trust and if there is no state statute generally requiring landlords to do so, the security deposit may not be recoverable by the tenant when the landlord files for bankruptcy. See 10FN Inc. v. Cerberus Business Finance LLC, 21-5996 (S.D.N.Y. Oct. 18, 2022). In its holding, the Court found that the security deposit at issue would receive the same treatment as an unsecured loan to the landlord because Illinois law requires that security deposits be held in trust only by residential landlords. Illinois law is silent on whether the same rule should apply to security deposits held under commercial leases.

Perspective

Incentivising Investment in European Renewable Hydrogen Production

December 01, 2022

The high production costs of renewable hydrogen (RH2) limit its ability to compete with alternative non-renewable fuels and technologies. This is exacerbated by a number of market failures (including failure of carbon pricing mechanisms to impose adequate price signals on more emissions-intensive production processes and unwillingness of some offtakers to commit to long-term purchases of RH2 due to a perception that prices will fall). As a result, there is insufficient investment in European RH2 production to allow the EU to achieve the targets set out in the Fit for 55 package and REPowerEU.

Perspective

Article: Real Estate Investment in the Age of Beneficial Ownership Information Reporting

November 30, 2022

Partner Kris Ferranti and Staff Attorney Yuval Rosenthal (both New York-Real Estate) authored an article titled “Real Estate Investment in the Age of Beneficial Ownership Information Reporting” that was republished in the Real Property section of the American Bar Association’s fall 2022 eReport. 

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.