The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Antitrust in 2024 was marked by evolving policy developments, vigorous enforcement, and eye-catching court decisions. In the U.S., an aggressive enforcement approach lead to unpredictability and lengthy merger review process across sectors. In the EU, enforcement of the Digital Markets Act (DMA) intensified scrutiny on digital platforms, while a landmark ruling in the Illumina/GRAIL matter clarified the scope of the EU Commission’s merger jurisdiction. In the UK, the Competition and Markets Authority (CMA) cleared the Vodafone/Three merger with behavioral remedies, signaling a significant departure from its historic practice to require structural remedies. 2025 will see new antitrust leadership on both sides of the Atlantic with an expectation that the U.S. will largely return to a more traditional approach on antitrust under the Trump Administration and that Europe will continue to enforce digital rules and bring cases related to AI with a focus on promoting growth in clean tech and AI sectors.

Continue Reading 2024 Antitrust Update: Navigating the Evolving Landscape

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Predictions for M&A in 2025

The Overall M&A Environment

Many have predicted an M&A boom in 2025 and recent CEO surveys exhibit rising confidence.

Continue Reading Outlook for M&A and Activism in 2025

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

In 2024, two federal agencies saw challenges to their regulations restricting non-compete agreements, while several states enhanced restrictions or proposed amendments expanding existing non-compete laws. The scope and impact of these developments are likely to be further clarified as legislation and new case law develops.

Continue Reading Non-Competes: One Step Forward and Two Steps Back

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) both had active enforcement years in 2024. The SEC’s aggressive focus on crypto enforcement continued, resulting in the filing and continued litigation of several cases in federal courts nationwide. The DOJ announced a number of policy updates in 2024, including guidance related to voluntary disclosures and corporate enforcement, and remained active in the foreign corruption and national security spaces. Finally, both the SEC and DOJ have increased their focus on AI and new technologies, showing increasing concern about the risks associated with AI, with the DOJ issuing guidance on AI in compliance programs and the SEC bringing cases related to misleading marketing about the use of AI in investment strategies. As noted more fully below, with the incoming Trump Administration, enforcement priorities at both SEC and DOJ are expected to shift. The SEC is expected to have a renewed focus on traditional enforcement areas, such as accounting fraud, misrepresentations in securities offerings and insider trading, with significant reductions in enforcement activity related to crypto, cyber incidents and ESG issues. The DOJ is likely to continue its focus on FCPA and national security (including sanctions and export controls), while devoting increasing resources to immigration and violent crime. Additionally, the benefits of cooperation are likely to increase at both the SEC and DOJ, with the potential for reduced penalties for companies able to effectively demonstrate their cooperation and self-remediation.

Continue Reading An Active Year in Enforcement, with Changes to Come

2025 promises to be another turbulent year for boards of directors. On the heels of a historically unprecedented election, companies are still ramping up compliance with the ambitious agenda of the outgoing administration while simultaneously bracing for the changes promised by the next one. Against that backdrop, colleagues from across Cleary’s offices have zeroed-in on the impact of the issues that boards of directors and senior management of public companies have faced in the past year, as well as on what can be anticipated in the year to come.

Continue Reading Selected Issues for Boards of Directors in 2025

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Deployment of generative AI expanded rapidly across many industries in 2024, leading to broadly increased productivity, return on investment and other benefits. At the same time, AI was also a focus for lawmakers, regulators and courts. There are currently 27 active generative AI litigation cases in the U.S., nearly all of which involve copyright claims. Numerous state legislatures have mulled AI regulation, and Colorado became the first and only state thus far to pass a law creating a broad set of obligations for certain developers and deployers of AI.

Continue Reading Effective Board Oversight as AI Evolves

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Heading into 2025, boards of directors must be prepared to address both rising concerns around executive security costs and new Securities and Exchange Commission (SEC) disclosure rules relating to the timing of option and stock appreciation right (SAR) awards. We discuss the issues directors should consider below.

Continue Reading Focus on SEC Executive Compensation Disclosure Obligations in 2025: Security Costs and New Item 402(x)

On December 26, the U.S. Court of Appeals for the Fifth Circuit vacated the previous grant of a stay of the injunction enjoining enforcement of the Corporate Transparency Act (CTA) and beneficial ownership reporting rule.  As a result, the nationwide preliminary injunction originally granted by the district court is once again in effect pending consideration of the DOJ’s appeal by the Fifth Circuit’s merits panel.

Continue Reading Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on Hold

In our prior notes of December 4, 9, and 13, 2024, we reported that (1) a district court in Texas issued a nationwide injunction halting implementation of the Corporate Transparency Act (CTA), (2) the Financial Crimes Enforcement Network (FinCEN) acknowledged that companies need not file CTA mandated disclosures while that injunction remained in effect. Subsequently, the U.S. Department of Justice (DOJ) moved to stay the injunction pending appeal. The district court rejected that motion, but on December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s motion, staying the district court’s injunction and expediting briefing of the appeal. In so doing, the Court concluded that the government had “made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.” In addition, the Court rejected the plaintiffs’ warnings that “lifting the . . . injunction days before the compliance deadline would place an undue burden on them,” reasoning that the plaintiffs filed suit only months ago and the injunction had been in place mere weeks, whereas businesses have had “nearly four years . . . to prepare since Congress enacted the CTA, as well as the year since FinCEN announced the reporting deadline.”

Continue Reading Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025

The Cleary Gottlieb M&A Telegram published at the end of 2024 confirms:

  • Large transactions dominate the picture in 2024
  • Consolidation in the financial services sector ongoing
  • German companies invest in the US – Foreshadowing the coming year
  • Cautious opening of the IPO market
  •  Industrial policy on standby
  • What to expect – Optimism for the 2025 German M&A Market
Continue Reading The German M&A Market – 2024