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The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Big changes to disclosure and other governance rulemaking from the SEC, and potentially Congress and the Trump administration, are coming in 2026. These changes will affect how companies disclose information; how they engage with investors, proxy advisors and other stakeholders and how boards and management think about governance. Already on the SEC’s September regulatory agenda is the modernization of shareholder proposal rules and the rationalization of disclosure practices.[1] The SEC has also indicated that it is pursuing and considering President Trump’s suggestion to move from quarterly to semi-annual reporting and has declined to defend the prior administration’s climate-related disclosure rules in the Eighth Circuit, effectively abandoning them.Continue Reading Navigating Governance in Turbulent Times

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Recent executive orders and agency actions have altered the risk assessment of corporate diversity, equity and inclusion (DEI) programs, creating a complex compliance environment that requires board oversight. In the coming year, boards of directors, particularly of public companies, will find it necessary to focus on a number of key considerations regarding DEI-related risks.Continue Reading Considerations in Advising Boards of Directors on DEI-Related Risks

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Fiscal year 2025 was a year of extremes in terms of the number of enforcement actions brought by the Securities and Exchange Commission (SEC). During the first quarter of fiscal year 2025 (October through December 2024), the SEC reported a record-breaking number of enforcement actions.[1] However, for the remainder of the fiscal year, the SEC’s enforcement numbers significantly declined. Despite the reduction in enforcement actions seen in the second half of the year, there are early indications that enforcement under the second Trump administration is not disappearing but instead shifting focus. Public companies should expect continued SEC enforcement focused on fraud and harm to investors, and should remain mindful of the SEC Enforcement Division’s emphasis on voluntary report and cooperation.Continue Reading The Shifting SEC Enforcement Landscape: 2025 Year-in-Review

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

The past year brought significant changes to the Department of Justice (DOJ) following the changeover to the new administration in late January. New DOJ leadership shifted priorities toward areas more aligned with the broader goals of the administration, including investigations focused on violent crime, narcotics trafficking and immigration. We summarize key developments in DOJ’s white collar enforcement landscape, including the White Collar Enforcement Plan, important revisions to the Corporate Enforcement and Voluntary Self Disclosure Policy (CEP), the resumption of Foreign Corrupt Practices Act (FCPA) enforcement, heightened focus on trade and customs fraud and the multi-pronged approach to national security prosecutions, and the likely implications for in-house investigations and corporate compliance departments in the coming year.  Continue Reading Significant Developments to DOJ Enforcement Priorities

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

From an activism perspective, 2025 was a record-breaking year, with more campaigns waged than ever across an increasingly diverse spectrum of public companies. While many themes continued from years prior, various regulatory and structural changes have shifted the landscape for companies and shareholders alike. Shareholder activism has become a feature of the public markets that almost all issuers have to deal with at some point, regardless of their size, reputation, maturity or corporate governance structure.Continue Reading 2025 Shareholder Activism Trends and What to Expect in 2026

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Antitrust in 2025 was marked by policy developments and antitrust enforcement that, while remaining aggressive, became less overtly anti-business. The U.S. continued a number of cases from the Biden administration, but became more open to settlements, while continuing implementation of the new and more burdensome HSR merger notification form and of the more aggressive and less economically focused 2023 Merger Guidelines. The European Commission conducted a series of DMA enforcement actions and launched a broad-sweeping consultation on the Merger Guidelines. The UK CMA continued a tack toward a more restrained approach to enforcement, taking greater account of growth and suggesting it would allow greater flexibility in merger remedies. The Chinese State administration for Market Regulation started to intervene in transactions below the filing thresholds and continued to keep antitrust in its toolbox for tackling geo-political tensions.Continue Reading Navigating the Evolving Global Antitrust Landscape

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

At the end of 2024, predictions across the dealmaking industry were broadly optimistic: due to an anticipated combination of loosening financial conditions, a pro-deal regulatory environment from a change in administration and record levels of “dry powder” cash ready to deploy, 2025 was expected to be a transactional boom.Continue Reading M&A: 2025 in Review and a Look Ahead to 2026

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Overview of AI Copyright Litigation

In 2026, we can expect important developments in the legal landscape of generative AI and copyright. Dozens of copyright infringement lawsuits targeting the training and development of AI models—capable of generating text, images, video, music and more—are advancing toward dispositive rulings. The central issue remains whether training AI models using unlicensed copyrighted works is infringing or instead constitutes fair use under Section 107 of the U.S. Copyright Act. Courts consider four factors in determining whether a particular use is fair: (1) the purpose and character of the use, (2) the nature of the copyrighted work, (3) the amount and substantiality of the portion used and (4) the effect of the use upon the potential market for or value of the copyrighted work. The thrust of this inquiry is whether the use is transformative—serving a different purpose or function from the original work—or merely usurps the market for the original by reproducing its protected expression. As courts establish legal frameworks for AI training and protection of AI-generated outputs, companies and boards should closely monitor developments to fully understand the risks and opportunities of AI implementation.Continue Reading The Open Questions in U.S. Generative AI Copyright Litigation

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

AI adoption is now mainstream: 88% of businesses use AI in at least one function, with global spending expected to exceed $1.5 trillion in 2025 and approach $2 trillion in 2026. As organizations race to scale AI, many have relied upon traditional vendor risk management policies to vet third-party AI vendors and tools; however, implementation of third-party AI tools presents distinctive risks that require tailored due diligence, auditing, contracting and governance. Because businesses are accountable for outputs generated by third-party AI tools and for vendors’ processing of prompts and other business data, boards and management should ensure legal, IT and procurement teams apply a principled, risk-based approach to vendor management that addresses AI‑specific considerations.Continue Reading Managing AI Risk: Legal and Governance Imperatives for the Board

The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

Over the last nine years, during which I served as Cleary Gottlieb’s Managing Partner, there have been significant, often unexpected, changes in global politics, global markets and the legal industry.Continue Reading Thoughts on Managing the AI Transformation