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Cleary M&A and Corporate Watch

Mergers and Acquisitions, Corporate Governance, Shareholder Activism

Topics

AI

The Open Questions in U.S. Generative AI Copyright LitigationManaging AI Risk: Legal and Governance Imperatives for the BoardThoughts on Managing the AI Transformation

Antitrust

Navigating the Evolving Global Antitrust LandscapeSelected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

Boards of Directors

Outlook for Private Credit in 2026Considerations for U.S. Boards when Contemplating a Liability Management TransactionGlobal IPO Market Trends: 2025 Review and 2026 Outlook

Case Law Developments

Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder TransactionsNinth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsAppraisal Update: Post-Signing Value Changes Drive Appraisal Result

CBS-NAI Dispute

Lessons Learned from the CBS-NAI Dispute: Rights of Board Members to Access Privileged Communications with Company CounselLessons From the CBS-NAI Dispute: Who is an "Independent" Director in the Context of a Controlled CompanyLessons from the CBS-NAI Dispute: When (If Ever) Will the Court of Chancery Grant a TRO To Restrain a Controlling Stockholder From Taking Action to Prevent a Board From Diluting Its Voting Control?

Cleary Announcements

Law360 Names Cleary Gottlieb M&A Group Of The YearRoundtable Discussion on Resolving Boardroom DisputesActivism in 2016: Understanding the Dynamics of the Changing Landscape and Changing Roles

Cleary Events

Proposed SEC Climate-related Disclosure RulesCleary Gottlieb Participates in Panel Discussion on Highlights of the 2020 Proxy SeasonCleary Partners Participate in Panel Discussion on Reopening Considerations

Cleary M&A and Corporate Governance Reports

Tax Reform: IRS Issues Guidance on Section 162(m)The Cleary M&A and Corporate Governance Report (May 2014)The Cleary M&A and Corporate Governance Report (October 2013)

Contract Drafting

M&A Outlook for 2022Germany Strengthens Corporate Social Responsibility in Supply ChainsThe Delaware Supreme Court Speaks on “Ordinary Course” Covenants

Corporate Law

Outlook for Private Credit in 2026Considerations for U.S. Boards when Contemplating a Liability Management TransactionGlobal IPO Market Trends: 2025 Review and 2026 Outlook

COVID-19

Returning to the Future of Work: Considerations for the Virtual Board Room in the ‘Post’-Pandemic EraThe Delaware Supreme Court Speaks on “Ordinary Course” CovenantsVirtual Shareholder Meetings now Permanently Permitted in NY

Cross-Border M&A

M&A: 2025 in Review and a Look Ahead to 2026Selected Issues for Boards of Directors in 2026The German M&A Market – Q1/2025

Cybersecurity

Selected Issues for Boards of Directors in 2026Cybersecurity Disclosure and Enforcement Developments and PredictionsSelected Issues for Boards of Directors in 2025

Deal Structuring

A Sea Change In Shareholder Litigation, or More Of The Same? What To Expect In 2026Selected Issues for Boards of Directors in 2026Outlook for M&A and Shareholder Activism in 2024

Delaware Law

Selected Issues for Boards of Directors in 2026Calculating Pharma Earnout Damages: Strategic Lessons for Designing Milestone FrameworksDelaware’s Rocky Year–What Lies Ahead?

Economic Sanctions and Foreign Investments

Selected Issues for Boards of Directors in 2026Trade Controls, Foreign Investment and National Security: New Regimes and Continuing Changes for 2026FDI Review Regimes Ramp up Globally and Enhance Enforcement; U.S. Outbound Investment Regime Goes into Effect

Enforcement

The Shifting SEC Enforcement Landscape: 2025 Year-in-ReviewSignificant Developments to DOJ Enforcement PrioritiesThe NAL Landscape Post-SEC Announcement

ERISA

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Regulatory Developments to Watch: Non Competes and ERISA

ESG

Selected Issues for Boards of Directors in 2026California Climate Rules: What To Do Pending the Ninth Circuit’s InjunctionShareholder Engagement Considerations in light of Texas v. Blackrock

Executive Compensation

Alternative Assets in 401(k) Plans: What Boards Need to Know in 2026Rethinking Compensation DisclosureSelected Issues for Boards of Directors in 2026

Financial Advisors

Global IPO Market Trends: 2025 Review and 2026 OutlookA Framework Taxonomy for Sustainable FinanceSustainable Finance: A Global Overview of ESG Regulatory Developments

Intellectual Property

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2024

Merger Litigation

Selected Issues for Boards of Directors in 2026Cross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds RequirementsOutlook for M&A and Activism in 2025

Private Equity

Selected Issues for Boards of Directors in 2026Cross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds RequirementsSelected Issues for Boards of Directors in 2025

Proxy Rules

Selected Issues for Boards of Directors in 2026House Financial Services Committee Previews Possible 14a-8 ReformOutlook for Activism in 2023

Proxy Season

Selected Issues for Boards of Directors in 2026Final Pay vs. Performance Rules: Teaching Old Disclosure New TricksThe SEC Backs Off on Proxy Advisory Firms

Restructurings

Selected Issues for Boards of Directors in 2026The UAE Government Clarifies Rules Applicable to Private Joint Stock CompaniesOne Step Ahead: Restructuring Considerations in an Uncertain Economic Climate

SEC Guidance

The Shifting SEC Enforcement Landscape: 2025 Year-in-ReviewThe NAL Landscape Post-SEC AnnouncementSelected Issues for Boards of Directors in 2026

Shareholder Activism

Shareholder Engagement: Is the Power of Proxy Advisors and Institutional Investors Shifting?2025 Shareholder Activism Trends and What to Expect in 2026Selected Issues for Boards of Directors in 2026

Takeover Defenses

Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market ParticipantsIs Now a Good Time to Adopt an NOL Rights Plan?ISS and Glass Lewis Issue Guidance for Poison Pills in COVID-19 Pandemic

Tax

Selected Issues for Boards of Directors in 2026Significant Tax Measures Remain in Flux for Large Multinational GroupsThe Current Tax Risk Environment and Best Practices for Managing It

Uncategorized

Trade Controls: Recent Developments and Changes on the Horizon for 20252024 Antitrust Update: Navigating the Evolving LandscapeCleary Gottlieb Elects 16 New Partners and Counsel

Venture Capital

Germany Strengthens Corporate Social Responsibility in Supply ChainsVenture Capital Investing: New NVCA Models, and New Challenges for Foreign Investors in Early-Stage U.S. CompaniesGuidance on Navigating the Atlassian Term Sheet: Understanding the Substantive Implications Behind the Virtues of Standardization in M&A

White-Collar Defense and Investigations

2023 Year-in-Review: Developments and Trends in White Collar Enforcement Litigation
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