Mergers and Acquisitions, Corporate Governance, Shareholder Activism
An interview given by Cleary partner Mirko von Bieberstein was included in the Handelsblatt special edition supplement “Succession, M&A and Regulatory” on March 25, 2026.
Read the English translation here.
Continue Reading When Strategy Meets Emotion – How to Succeed in Cross-Border M&A for SMEsOn November 24, 2025, the Financial Services Regulatory Authority (“FSRA”) of the Abu Dhabi Global Market (“ADGM”) published Consultation Paper No. 12 of 2025 (the “CP”), proposing significant reforms to the ADGM’s private funds regulatory framework.[1] The proposals introduce two streamlined regulatory regimes for: (i) fund managers with a maximum committed capital of $200 million; and (ii) fund managers that exclusively target institutional investors. The CP also proposes to clarify that Employee Investment Vehicles are exempt from fund licensing requirements. At the same time, the FSRA proposes to strengthen regulatory oversight and local nexus requirements for Foreign Fund Managers operating ADGM domiciled funds.
Continue Reading Abu Dhabi Global Market (ADGM) Proposes to Ease Regulations for Smaller and Institutional Fund ManagersThe following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
The private credit market has reached a pivotal stage in its growth, with direct lending now matching the broadly syndicated loan market at $1.5-2 trillion in size and forecast to reach $3 trillion by 2028. Furthermore, private credit has expanded beyond direct lending to include other strategies including asset-backed finance and debt-equity hybrid capital. What began as an alternative to traditional bond and syndicated loan markets for smaller deals or where those markets were not available has evolved into a key segment of global capital markets, reshaping how companies, including large public companies, access financing.
Continue Reading Outlook for Private Credit in 2026The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
As liability management transactions (LMEs) become increasingly prevalent, directors are frequently called upon to evaluate these complex transactions. We outline key considerations for boards contemplating these transactions under Delaware law.
Continue Reading Considerations for U.S. Boards when Contemplating a Liability Management TransactionThe following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
Drawing on activity across the United States, Europe, East Asia, the Middle East and Latin America, we examine the market dynamics and complimentary regulatory and macro-economic settings that drove IPO volume and valuations to surge in 2025 and offer insights for the year ahead.
Continue Reading Global IPO Market Trends: 2025 Review and 2026 OutlookThe following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
The U.S. regulatory and enforcement landscape for digital assets and distributed ledger technology changed dramatically in 2025. Virtually overnight, U.S. regulators shifted from an enforcement-heavy crypto-skepticism that effectively outlawed the participation of traditional financial institutions in digital asset and tokenization markets and threatened the core business of many fintech companies (Fintechs), to a determined focus on flexibility for market participants to engage with digital assets and distributed ledger technology. Most notably in 2025:
Continue Reading 2026 Digital Assets Regulatory Update: A Landmark 2025 . . . But More Developments on the HorizonThe following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
On August 7, 2025, the Trump administration issued an executive order titled “Democratizing Access to Alternative Assets for 401(k) Investors” (the Executive Order), marking a step toward facilitating greater inclusion of investment options with exposure to alternative assets in defined contribution plans, including 401(k) plans (collectively 401(k) plans).[1] This development is noteworthy heading into 2026 for boards of directors overseeing companies that sponsor 401(k) plans, as well as those in the asset management industry.
Continue Reading Alternative Assets in 401(k) Plans: What Boards Need to Know in 2026The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
Two significant developments during 2025—one in Delaware corporate law and the other in federal securities law—could materially impact shareholder litigation in 2026 and beyond. In March 2025, following a number of controversial Delaware Court of Chancery decisions, the Delaware legislature passed S.B. 21, establishing safe harbors from litigation for certain board decisions and transactions that might otherwise be evaluated under the demanding entire fairness standard of review. Then, in September 2025, the SEC issued guidance permitting for the first time U.S. listed companies to include mandatory arbitration provisions in their bylaws or charter for federal securities law claims. S.B. 21 currently faces a constitutional challenge before the Delaware Supreme Court, and because Delaware law prohibits corporations from requiring investors to arbitrate securities claims, any Delaware corporation adopting mandatory arbitration will likely face legal challenges. While each of these developments have the potential to significantly change the legal landscape for Delaware and listed companies, their full impact remains uncertain and will likely gradually come into focus in 2026.
Continue Reading A Sea Change In Shareholder Litigation, or More Of The Same? What To Expect In 2026The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
Proxy advisory firms—principally ISS and Glass Lewis—and large institutional investors, such as Blackrock, Vanguard, State Street and Fidelity, have long played a central role in shaping shareholder voting outcomes at U.S. public companies.
Continue Reading Shareholder Engagement: Is the Power of Proxy Advisors and Institutional Investors Shifting?The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
A number of changes to executive compensation disclosure may occur in 2026, reflecting potential Securities and Exchange Commission (SEC) rulemaking previewed during a July 2025 roundtable discussion as well as separate updates to guidance from ISS and Glass Lewis.
Continue Reading Rethinking Compensation DisclosureWE VALUE YOUR PRIVACY
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