Antitrust

U.S. DOJ and FTC Announce Plan to Revamp Merger GuidelinesCleary Gottlieb Launches Antitrust Watch BlogGun Jumping in M&A: General Court Judgment Affirms Strict Approach in Altice

Boards of Directors

Cleary Provides Comments on Underwriter Provisions of SEC SPAC ProposalCleary Provides Detailed Comments on SEC Climate ProposalThe SEC Climate Disclosure Proposal – Top Ten Issues for Comment

Case Law Developments

Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsAppraisal Update: Post-Signing Value Changes Drive Appraisal ResultA Back-Door Section 220? Chancery Court Limits Appraisal Petitioners’ Demand for Broad Discovery

Cleary Announcements

Law360 Names Cleary Gottlieb M&A Group Of The YearRoundtable Discussion on Resolving Boardroom DisputesActivism in 2016: Understanding the Dynamics of the Changing Landscape and Changing Roles

Cleary Events

Proposed SEC Climate-related Disclosure RulesCleary Gottlieb Participates in Panel Discussion on Highlights of the 2020 Proxy SeasonCleary Partners Participate in Panel Discussion on Reopening Considerations

Cleary M&A and Corporate Governance Reports

Tax Reform: IRS Issues Guidance on Section 162(m)The Cleary M&A and Corporate Governance Report (May 2014)The Cleary M&A and Corporate Governance Report (October 2013)

Contract Drafting

M&A Outlook for 2022Germany Strengthens Corporate Social Responsibility in Supply ChainsThe Delaware Supreme Court Speaks on “Ordinary Course” Covenants

Corporate Law

German Plans to Extend the Scope of Corporate Co-Determination Rights for EmployeesGerman Reform Plans regarding Corporate Co-Determination for an SEA Global Overview of Sustainability Disclosure Rules for the Asset Management Industry

Cross-Border M&A

The German M&A Market – Q3/2022The German M&A Market – Q2/2022Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRs

Deal Structuring

SEC SPAC ProposalUK Public M&A Round-Up – Winter 2021/2022Delaware Court of Chancery Finds Lock-Up Inapplicable in de-SPAC Transaction

Delaware Law

Appraisal Update: Post-Signing Value Changes Drive Appraisal ResultA Back-Door Section 220? Chancery Court Limits Appraisal Petitioners’ Demand for Broad DiscoveryDelaware Court of Chancery Finds Lock-Up Inapplicable in de-SPAC Transaction

ESG

Cleary Submits Comments on SEC Climate ProposalProposed SEC Climate-related Disclosure RulesThe SEC Climate Disclosure Proposal – Top Ten Issues for Comment

Executive Compensation

Final Pay vs. Performance Rules: Teaching Old Disclosure New TricksDiversity Issues Remain at Center Stage, and the Show Is Just Getting StartedReturning to the Future of Work: Considerations for the Virtual Board Room in the ‘Post’-Pandemic Era

Financial Advisors

A Framework Taxonomy for Sustainable FinanceSustainable Finance: A Global Overview of ESG Regulatory DevelopmentsKnowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And Buyer

Merger Litigation

Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsAppraisal Update: Post-Signing Value Changes Drive Appraisal ResultA Back-Door Section 220? Chancery Court Limits Appraisal Petitioners’ Demand for Broad Discovery

Private Equity

UK Public M&A Round-Up – Winter 2021/2022Germany Strengthens Corporate Social Responsibility in Supply ChainsUK Public M&A Round-Up – Autumn 2021

Proxy Rules

The SEC Backs Off on Proxy Advisory FirmsVirtual Shareholder Meetings now Permanently Permitted in NYSEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals

Restructurings

German Plans to Extend the Scope of Corporate Co-Determination Rights for EmployeesGerman Reform Plans regarding Corporate Co-Determination for an SEGermany Strengthens Corporate Social Responsibility in Supply Chains

SEC Guidance

Final Pay vs. Performance Rules: Teaching Old Disclosure New TricksCleary Submits Comments on SEC Climate ProposalCleary Provides Comments on Underwriter Provisions of SEC SPAC Proposal

Shareholder Activism

The SEC’s Proposed Changes to Beneficial Ownership Reporting: Implications for Market ParticipantsNavigating a World Where Almost Everyone Is an ActivistKey Practices for Board Organization and Oversight of ESG

Takeover Defenses

Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market ParticipantsIs Now a Good Time to Adopt an NOL Rights Plan?ISS and Glass Lewis Issue Guidance for Poison Pills in COVID-19 Pandemic

Uncategorized

Cleary Gottlieb Elects 16 New Partners and Counsel

Venture Capital

Germany Strengthens Corporate Social Responsibility in Supply ChainsVenture Capital Investing: New NVCA Models, and New Challenges for Foreign Investors in Early-Stage U.S. CompaniesGuidance on Navigating the Atlassian Term Sheet: Understanding the Substantive Implications Behind the Virtues of Standardization in M&A