Mergers and Acquisitions, Corporate Governance, Shareholder Activism
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 Transformation2026 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 2026The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
The international tax landscape is increasingly fractured. Boards of multinational companies may want to pay particular attention to the impact of and ongoing developments with respect to (i) the OECD’s Base Erosion and Profit Shifting (BEPS) Pillar Two rules, and (ii) the “One Big Beautiful Bill Act” (OBBBA).
Continue Reading Significant Tax Measures Remain in Flux for Large Multinational GroupsThe 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 2026On 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 ExemptionForm 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 2026The 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 FEPTOn 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 ExitsOn 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 InjunctionThe SEC’s Division of Corporation Finance just announced that it will largely step back from the shareholder proposal no-action letter process for the current proxy season (October 1, 2025 – September 30, 2026). The Division cited three reasons: resource constraints following the recent government shutdown, a high volume of registration statements competing for staff attention, and the extensive existing body of guidance already available to companies and proponents. The announcement aligns with the deregulatory approach we flagged in September when discussing potential reforms to the shareholder proposal process under the current SEC.
Continue Reading SEC Announces Changes to Rule 14a-8 No-Action Letter ProcessWE VALUE YOUR PRIVACY
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