The 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 Groups

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

The 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 Process

For more insights and analysis from Cleary lawyers on policy and regulatory developments from a legal perspective, visit What to Expect From a Second Trump Administration.

As the U.S. government shutdown stretches into its sixth week—and in light of the SEC’s clarification that it will not be reviewing and declaring registration statements effective via the traditional route during the shutdown—issuers seeking to proceed with primary and secondary offerings are turning to a statutory alternative that permits registration statements to go automatically effective without SEC clearance.[1] The exchanges have indicated willingness to play along, with some regulatory caveats,[2] and SEC leadership has publicly endorsed this method of having a registration statement go effective during the shutdown.[3]

Continue Reading Taking the Plunge: Registration Statement Filings Without a Delaying Amendment During the Shutdown

I. Executive Summary

This memo examines the key similarities and distinctions between US “SunGard” conditionality practices and European “Certain Funds” requirements for acquisition financings, providing practical guidance for structuring competitive bids and managing closing processes in cross-border transactions. As cross-border M&A and private equity activity between the US and UK/European markets continues to grow, it is increasingly important for buyers and sellers alike to understand these fundamental differences and how successful deal execution depends on financing conditionality.

Continue Reading Cross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds Requirements