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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.

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SEC’s Office of Compliance Inspections and Examinations Announces 2019 Examination Priorities

Jan 14, 2019

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) has issued its examination priorities for 2019. In it, OCIE points out that its examination program covers some 13,200 investment advisers with managed assets of about $84 trillion, approximately 10,000 mutual funds and ETFs, roughly 3,800 broker-dealers, about 330 transfer agents, 7 active clearing agencies, 21 national securities exchanges, nearly 600 municipal advisors, the Financial Industry Regulatory Authority (FINRA), the Municipal Securities Rulemaking Board (MSRB), the Securities Investor Protection Corporation and the Public Company Accounting Oversight Board.

Perspective

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

Jan 11, 2019

It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 30 April 2019.

Perspective

FCPA Flash Podcast – A Conversation With Philip Urofsky Regarding 2018 FCPA Trends and Developments

Jan 09, 2019

Partner Philip Urofsky (Washington, D.C.-Litigation) was interviewed in the FCPA Flash Podcast, where he spoke with host Mike Koehler about his outlook for FCPA enforcement and the firm’s FCPA Digest 2019.

Perspective

FCPA Compliance Report Podcast – Episode 412

Jan 07, 2019

Partner Philip Urofsky (Washington, D.C.- Litigation) was interviewed in the FCPA Compliance Report Podcast, where he discussed some of the top highlights from Shearman & Sterling’s FCPA Digest 2019 with host Tom Fox. The episode aired in January 2019.

Perspective

Government Shutdown Hits Funds, Fund Boards

Jan 04, 2019

Partner Jay Baris (New York-Investment Funds) authored the article “Government Shutdown Hits Funds, Fund Boards” in Fund Board Views. In his article, Jay discusses some issues that fund directors may want to keep on their radar. The article was published in January 2019.

Perspective

FCPA Lawyer Predicts GCs, CCOs Have Targets on Their Backs in 2019

Jan 04, 2019

Partner Philip Urofsky (Washington, D.C.- Litigation) was quoted in a Corporate Counsel article titled “FCPA Lawyer Predicts GCs, CCOs Have Targets on Their Backs in 2019.”

Perspective

FCPA Digest 2019 – Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act

Jan 02, 2019

Shearman & Sterling’s bi-annual Trends & Patterns in FCPA Enforcement report provides insightful analysis of recent enforcement trends and patterns in the US, the UK and elsewhere, as well as helpful guidance on emerging best practices in FCPA and global anti-corruption compliance programs.

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New Year, New Rules: Arrival of the Final Hedging Disclosure Rules

Dec 27, 2018

On December 18, 2018, the Securities and Exchange Commission (SEC) approved long-awaited final rules implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Consistent with the proposed rules, the final rules require U.S. public companies to disclose any company policy on the ability of directors, officers or employees to hedge the market value of equity securities granted as compensation or held directly or indirectly by such person.  The new rules do not dictate that public companies adopt a practice or policy that prohibits or restricts hedging transactions in any way.

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(In)Eligible Filer: Bankruptcy Court Dismisses Involuntary Bankruptcy Filing Against Taberna for Failure of Non-Recourse Creditors to Meet the Eligibility Requirements, or, in the Alternative, for Cause

Dec 20, 2018

On November 8, 2018, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) issued a decision dismissing an involuntary chapter 11 case filed against Taberna Preferred Funding IV, Ltd. (“Taberna”), a CDO, by holders of non-recourse notes (the “Petitioning Creditors”).  The Bankruptcy Court held that the Petitioning Creditors’ non-recourse claims against Taberna’s collateral (as opposed to claims against Taberna itself) were not claims against the debtor for purposes of eligibility to commence an involuntary case pursuant to the Bankruptcy Code. In the alternative, the Bankruptcy Court concluded that, even if there were a proper basis for the commencement of the involuntary chapter 11 case, it would exercise its discretion under section 1112 of the Bankruptcy Code to dismiss the case for cause, finding that no bankruptcy purpose was served by the involuntary filing. In doing so, the Bankruptcy Court cautioned that rewarding the Petitioning Creditors’ tactics with an order for relief would create significant uncertainty across capital markets, as CDOs are designed to avoid bankruptcy.

Perspective

2019 Proxy Season – Quick Reference Guide

Dec 20, 2018

’Tis the season, and no, we do not mean the holiday season. Although it may seem like you just filed your 2018 proxy, the 2019 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman & Sterling’s 16th Annual Corporate Governance & Compensation Survey, identifies some of the things we think you should be thinking about as you turn to your 2019 proxy and annual meeting. In developing this list, we looked at themes from the 2018 proxy season and trends we see developing for 2019, and we offer recommendations and resources for the upcoming proxy season. We also discuss potential future changes in disclosure rules that public companies will want to keep on the radar as proxy preparations begin.