The holidays are around the corner. So, too, is proxy season. Although it may seem like you just filed your 2019 proxy, the 2020 proxy season is upon us. This quick reference guide, which is intended to supplement Shearman & Sterling’s 17th Annual Corporate Governance & Compensation Survey, identifies the things you should be thinking about as you prepare your 2020 proxy statement and plan for your annual meeting.

As a further step towards the implementation of its security-based swap regime, the Securities and Exchange Commission (SEC) has adopted a number of long-awaited capital, margin and segregation requirements for security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs). The SEC has also provided alternative procedures under which certain swap dealers registered with the Commodity Futures Trading Commission (CFTC) and foreign SBSDs and MSBSPs can request substituted compliance from the SEC with respect to the requirements.

Partners Matthew Readings (London-Antitrust), Elvira Aliende Rodriguez and Geert Goeteyn (both Brussels-Antitrust); counsel Mathias Stöcker (Frankfurt-Antitrust); and associates Agostino Bignardi (Brussels-Antitrust) and Simon Thexton (London-Antitrust) authored various chapters of the International Comparative Legal Guide to: Cartels & Leniency 2020. As well as authoring various chapters, Matthew, Elvira and Geert were also contributing editors for the 2020 edition.

On October 31, 2019, the Treasury Department and the Internal Revenue Service (IRS) made two significant announcements limiting the controversial Treasury regulations under Section 385 of the Internal Revenue Code of 1986, as amended (the “Code”), that in certain circumstances recharacterize otherwise valid related party debt as equity for U.S. federal income tax purposes. First, in T.D. 9880 the government removed Treas. Reg. § 1.385-2 which required that certain debt obligations meet specific documentation requirements to be respected as debt for U.S. federal income tax purposes (the “Documentation Repeal Regulations”). In addition, the government announced in REG-123112-19 a proposal to issue regulations significantly reducing the scope of certain rules under Treas. Reg. § 1.385-3 (the “Advance Notice”). These changes are expected to provide taxpayers with more flexibility in documenting intercompany debt and engaging in related party lending as described in more detail below. However, taxpayers should be aware that common law principles still apply in determining whether related party debt obligations may be recharacterized as equity for U.S. federal income tax purposes.

Partner Jay Baris (New York-Investment Funds) authored a chapter titled "The custody of digital assets – 2020" in the latest Global Legal Insights edition entitled Global Legal Insights: Blockchain & Cryptocurrency Regulation 2020. The publication covers the regulation of cryptocurrency, as well as taxation, money transmission laws, anti-money laundering requirements, licensing requirements, ownership and mining in 38 global jurisdictions

This newsletter provides a snapshot of the principal U.S. and selected international governance and securities law developments during the second quarter of 2019 that may be of interest to Latin American corporations and financial institutions.

Partners David Higbee, Djordje Petkoski and associate Matt Modell (all Antitrust-Washington, D.C.) recently authored the chapter “United States: Cartels” in the Antitrust Review of the Americas 2020 published by Global Competition Review on September 24, 2019.

Partner Emmanuel Gaillard (Paris-International Arbitration) authored an article titled “L’avenir des chambres commerciales internationales de Paris” that was published by Revue Lamy Droit des Affaires (RLDA) by Lamy on October 2019 (article in French).

Partners Jessica Delbaum (New York-Antitrust), David Higbee (Washington, D.C.-Antitrust) and associate Stacy Ruegilin (Washington, D.C.-Antitrust) have authored the chapter “IP & Antitrust Know-How 2019” published by Global Competition Review on October 21, 2019.