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2021 Proxy Season Quick Reference Guide

Jan 13, 2021

The 2021 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 18th Annual Corporate Governance & Compensation Survey, summarizes themes from the 2020 proxy season and developing trends to consider for 2021. It also identifies possible future changes in disclosure rules that U.S. public companies should consider for the upcoming proxy season.

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IRS Issues Final Regulations for Applying UBTI ‘Silo’ Rules to Tax-Exempt Organizations

Jan 13, 2021

On November 30, 2020, the U.S. Department of Treasury (“Treasury”) and the IRS issued final regulations (T.D. 9933) on how an exempt organization determines if it has more than one unrelated trade or business, and, if so, how the exempt organization calculates its unrelated business taxable income (the “Final Regulations”). The Final Regulations address guidance under Section 512(a)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) and largely adopt proposed regulations (REG-106864-18) issued in April 2020 (the “Proposed Regulations”), as summarized in our previous publication titled “Proposed Regulations Clarify UBTI ‘Silo’ Rules, Preserve Relief for Tax-Exempt Investments in Private Equity Funds.

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

Jan 12, 2021

It is now time for foreign private issuers (FPIs) 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 April 30, 2021. To help you with the preparation of this filing, consider the following recent developments, trends and topics that may be areas of focus of the SEC during the 2021 review process.

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New Final Regulations Issued Under Section 163(j) Provide Helpful Clarification

Jan 11, 2021

On January 5, 2021, the Internal Revenue Service (the IRS) and the U.S. Department of the Treasury issued final regulations in T.D. 9943 (the “2021 Final Regulations”) under section 163(j) of the Internal Revenue Code (the “Code”). These regulations finalize certain provisions of the proposed regulations (REG-107911-18) under section 163(j) issued on July 28, 2020 (the “2020 Proposed Regulations”). The 2020 Proposed Regulations were issued concurrently with a more extensive package of final regulations under section 163(j) (the “2020 Final Regulations”) that finalized regulations that were proposed in 2018 (the “2018 Proposed Regulations”).

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LIBOR Timing Update: US Banks Welcome Delay to LIBOR Switch

Jan 07, 2021

ICE Benchmark Administration Proposes to Cease the Publication of Certain USD LIBOR Settings and US Regulators Encourage Banks to Stop Using LIBOR for New Contracts by December 31, 2021

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CoinDesk and Breaking Banks Feature Donna Parisi’s Perspectives on U.S. Regulation of Crypto and Digital Assets

Jan 05, 2021

Partner Donna Parisi (New York - Finance) co-authored an Op-Ed piece in CoinDesk and was interviewed on Breaking Banks regarding the strengths of the U.S. regulatory framework for crypto and digital assets.

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Shearman & Sterling Publishes FCPA Digest: Recent Trends and Patterns in the Enforcement of the FCPA

Jan 04, 2021

Shearman & Sterling has published the latest issue of its bi-annual FCPA Digest report, highlighting how FCPA enforcement actions have fared amid a difficult year marked by the COVID-19 outbreak, the presidential elections, natural disasters and the ensuing disruptions of market and governmental activity.

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The SBA’s Paycheck Protection Program – Congress Reopens the Paycheck Protection Program

Dec 30, 2020

On December 27, 2020 President Trump signed the Consolidated Appropriations Act, 2021 (the Act). The Act reopens the Small Business Administration’s (SBA) Paycheck Protection Program (PPP) that allows businesses to apply for a loan for the first time or allows existing PPP borrowers to apply for a second loan. First-time PPP borrowers will be subject to the PPP’s original eligibility rules, and second-time PPP borrowers will be subject to requirements outlined in this publication.

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Highly Anticipated COVID Relief Legislation Contains Numerous Tax Provisions

Dec 29, 2020

On December 27, 2020, President Trump signed into law The Consolidated Appropriations Act, 2021 (the CAA). The CAA contains multiple income and employment-tax related provisions that will impact both corporate and individual taxpayers and also contains welcomed resolution to certain issues created under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

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Eliasson and Jacomy Quoted in China Business Law Journal

Dec 29, 2020

Partners Nils Eliasson (Hong Kong/Beijing-International Arbitration) and Emmanuel Jacomy (Beijing/Singapore-International Arbitration) were quoted in a China Business Law Journal article titled “Force for change.”