Corporate Law

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The following was originally posted on our Cleary Securities, Disclosure, and Governance Watch blog.

I. Introduction

In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season. Since this announcement (the “Announcement”), public companies have found themselves in uncharted territory. While companies may request a response from the Staff if they provide an unqualified representation that the company has a reasonable basis to exclude the proposal under Rule 14a-8, the Staff will only issue a no-action response based on that unqualified representation, and not based on any independent analysis of the merits of the arguments presented. Without the added assurance of the SEC’s substantive review, a number of companies have refreshed their strategic approach to no-action letters this proxy season. The exclusion notices[1] that have been submitted since the Announcement provide a glimpse into emerging trends regarding how companies and their legal counsel are interpreting the announcement and navigating this unguided landscape.Continue Reading The NAL Landscape Post-SEC Announcement

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.

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

2026 promises to be a year that will demand both agility and strategic foresight from boards of directors and management as they navigate unprecedented challenges.Continue Reading Selected Issues for Boards of Directors 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.

In 2026, boards of directors will continue to navigate a shifting U.S. regulatory environment shaped by an assertive and transactional approach to trade and national security. Uncertainty surrounding the most significant U.S. trade development in decades continues into the new year as the U.S. Supreme Court is expected to rule in the coming weeks on the validity of the “reciprocal tariffs” imposed by the second Trump administration against most U.S. trading partners.Continue Reading Trade Controls, Foreign Investment and National Security: New Regimes and Continuing Changes for 2026

On December 18, 2025, the President of the United States signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and transactions in, the issuers’ equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The new law will become effective on March 18, 2026.Continue Reading Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption

Form 20-F is the form used for an annual report of a foreign private issuer (“FPI”) filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). This alert memorandum summarizes considerations that will affect the preparation of the annual report on Form 20-F for the year ending on December 31, 2025 (the “2025 20‑F”) and certain other developments pertinent to FPIs.Continue Reading Preparing an Annual Report on Form 20-F – Guide for 2026

The Securities and Exchange Commission (the “SEC”) adopted the “Filing Fee Disclosure and Payment Methods Modernization Rule” on October 13, 2021, to “make the filing process faster, less expensive, and more efficient for SEC staff and market participants.” Over the last few years, the SEC has phased in various requirements of this rule. However, effective July 31, 2025, all filers are now required to be compliant.Continue Reading Filing Fees and the Fuss over FEPT

On October 1, 2025, His Highness Sheikh Mohamed bin Zayed Al Nahyan, in his capacity as President of the United Arab Emirates (“UAE”), issued Federal Decree-Law No. 20 of 2025 (the “Decree”), which amended Federal Decree-Law No. 32 of 2021 on Commercial Companies (the “CCL”)[1]. The amendments permit multiple share classes in limited liability companies (“LLC”), provide a statutory basis for drag-along and tag-along rights, introduce clearer processes for succession of shares and certain deadlock scenarios, and establish a framework for non-profit companies. Collectively, the changes modernize the CCL and increase the UAE’s appeal for investors and sponsors.Continue Reading UAE Companies Law Update 2025: Multiple Share Classes and Other Modernized Tools for Investments and Exits

On November 19, 2025, the California Air Resources Board (“CARB”) held a third working group session to present its implementing regulation proposals for SB 261 and SB 253. Shortly after the session started, the Ninth Circuit published an order that granted an injunction against the enforcement of SB 261, pending the ongoing appeal.Continue Reading California Climate Rules: What To Do Pending the Ninth Circuit’s Injunction