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

The SEC Climate Disclosure Proposal – Top Ten Issues for CommentThe SEC’s Climate Proposal – Top Points for CommentBeyond Just “Green”: The EU Taxonomy as a Traffic Light – From Red, to Amber, to Sustainable

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

Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsThe German M&A Market – Q1/2022UK Public M&A Round-Up – Winter 2021/2022

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

Proposed SEC Climate-related Disclosure RulesThe SEC Climate Disclosure Proposal – Top Ten Issues for CommentThe SEC’s Climate Proposal – Top Points for Comment

Executive Compensation

Diversity 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 EraSelected Issues for Boards of Directors in 2022

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

Proposed SEC Climate-related Disclosure RulesThe SEC Climate Disclosure Proposal – Top Ten Issues for CommentThe SEC’s Climate Proposal – Top Points for Comment

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