Enforcement

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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.

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 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.

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

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

This article was authored by J.T. Ho and Helena K. Grannis from Cleary Gottlieb & Kyle Pinder from Morris, Nichols, Arsht & Tunnell LLP.

On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation.Continue Reading Applying A Retail Voting Program in Practice

On September 10, 2025, the U.S. House Committee on Financial Services hosted a hearing titled “Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value” to assess the shareholder proposal process, evaluate the influence of proxy advisory firms and highlight legislative solutions to limit shareholder proposals to material issues. The hearing comes at a time of enhanced regulatory scrutiny of the shareholder proposal process and could be indicative of future 14a-8 reform approaches under the SEC’s recently issued Spring 2025 Reg-Flex Agenda. Continue Reading House Financial Services Committee Previews Possible 14a-8 Reform

On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and Vanguard conspired to violate the antitrust laws by pressuring publicly traded coal companies to reduce output in connection with the investment firms’ ESG commitments. The Court found that the States plausibly alleged that defendants coordinated with one another, relying on allegations that they joined climate initiatives, made parallel public commitments, engaged with management of the public coal companies, and aligned proxy voting on disclosure issues. It is worth noting that, while the court viewed BlackRock’s, State Street’s, and Vanguard’s participation in Climate Action 100+ and NZAM as increasing the plausibility of the claim in favor of denying the motion to dismiss, the Court clarified that it was not opining that the parties conspired at Climate Action 100+ or NZAM.Continue Reading Shareholder Engagement Considerations in light of Texas v. Blackrock

As discussed in our last Corporate Transparent Act (CTA) update, the U.S. Treasury Department announced on March 2 that it planned to issue an interim rule excluding U.S. companies and citizens from CTA reporting obligations. The Financial Crimes Enforcement Network (FinCEN) has now done so, limiting the scope of the CTA to non-U.S. parties. This will dramatically reduce the operational burdens and costs of the CTA for registered investment advisers.Continue Reading FinCEN Eliminates CTA Requirements for All U.S. Companies and U.S. Individuals