Shearman & Sterling LLP multinational law firm headquartered in New York City, United States.

As regulatory and shareholder scrutiny intensifies, public and private companies, corporate boards and committees regularly turn to Shearman & Sterling’s Compensation, Governance & ERISA lawyers to help them successfully manage market demands and carefully navigate complex and sometimes conflicting regulations and stakeholder interests. Because of our deep understanding of these issues, clients depend on us for practical, insightful and strategic guidance to help them stay ahead of the curve across all industry segments.

A range of developments during the past few years have made compensation, governance and ERISA issues top of mind for clients. In today’s competitive marketplace for human capital, executive compensation arrangements that reward executives and create value for shareholders are indispensable tools for attracting and retaining first-rate talent. Corporate governance practices related to compensation must be designed to provide boards and committees with the information and resources necessary to make informed judgments, must advance business goals and strategy, and should withstand hindsight reexamination when decisions are challenged by investors or regulators. In the aftermath of the financial crisis, corporate governance and executive compensation decisions have become the focus of intense regulatory and shareholder scrutiny. The strongest public companies are able to withstand this scrutiny without sacrificing their ability to hire the best executives.

With decades of experience, we are thoroughly familiar with the full spectrum of challenges related to compensation and governance matters. We are trusted advisers to our clients, tackling a broad range of legal issues presented by evolving compensation programs and best practices in corporate governance. We pride ourselves in giving practical advice grounded in our clients’ goals and strategies and focused on the business and policy considerations that truly matter to them.

Corporate Governance 

We advise boards and senior management on a broad range of governance matters, including 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.