Shearman And Sterling

“They have very good expertise across a series of jurisdictions nationally and internationally. They are excellent in terms of keeping the client abreast of developments.”

–Chambers USA, 2023, Band 2

We offer sophisticated cross border corporate, governance, tax, ERISA and securities law advice to public and private companies, board of directors, investors and executives, handling the most challenging compensation, employee benefits, employment and human capital issues facing businesses today. Clients rely on us to think holistically and be forward looking as we advise on the design and operation of cash and equity incentive compensation programs, executive transitions, disclosure and compliance matters, registered offerings and private placements, fundraising and M&A transactions, internal investigations, engagement with stakeholders and best practices with respect to internal policies and procedures. We work closely with our M&A, private equity, funds, real estate and litigation colleagues support our clients.

We pride ourselves in giving practical, informed and cutting-edge advice focused on the business and policy considerations that truly matter most.

Read our 2023 Annual Corporate Governance & Executive Compensation Survey.

Corporate Governance 

We advise boards and senior management on a broad range of governance matters, including crisis management, shareholder activism, proxy access, shareholder engagement, anti-takeover defenses, board structure and operations, shareholder proposals, executive and director compensation and director self-evaluations. Our lawyers include former SEC directors, former public company general counsel and board members and former federal prosecutors and senior government officials. Since 2003 we have published an annual Corporate Governance and Executive Compensation Survey, which examines the key governance structures and practices of 100 of the largest U.S. public companies.

Mergers and Acquisitions 

We offer a full range of transactional support for clients involved in buying or selling a business, including structural analysis and due diligence, treatment of equity, retention and deal bonus design and implementation, on-boarding of management teams, establishment of new plans and post-closing integration and implementation.

Executive Compensation Programs 

We advise public corporations and private enterprises on the design of their executive compensation program with a deep understanding of applicable tax and securities laws. We assist clients with respect to all forms of equity compensation, including stock options, restricted stock and restricted stock units, performance shares, stock appreciation rights (SARs), profits interests, carried interest arrangements, hybrid rights and phantom equity structures, as well as ESPPs and ESOPs. We provide an integrated approach to implantation, covering all plan documentation and securities law compliance documents, including registration statements and prospectuses.

Public Company Advisory 

We work with our public issuer clients to ensure compliance with Sections 16 and 10b-5, as well as the periodic reporting requirements of the Exchange Act. Our clients also rely on us to advise them abreast of best practices with respect to risk-management, including clawback policies.

Executive Transitions 

We regularly work with our clients on executive transitions, including negotiating and drafting employment and separation agreements.

Shareholder Engagement and Proxies 

We regularly counsel our clients on shareholder engagement with respect to their executive compensation program. We play an integral role in helping our clients draft the compensation portions of their annual proxies and ensure they are informed of both regulatory developments and matters of importance to key institutional investors and shareholder advisors.

Fiduciary Rules and other ERISA Matters 

Counsel employers, fund managers and other fiduciaries on ERISA fiduciary duties and prohibited transactions and represent our clients in negotiations with the PBGC.

Tax-Exempt and Governmental Entities 

Advise tax-exempt and governmental organizations on their unique compensation and benefits issues, including §403(b) and deferred compensation issues.


We work closely with our litigation team on internal investigations with respect to executive misconduct and regularly advise boards on how best to manage any actual or potential controversy.