Antitrust

DOJ Antitrust Division Issues Revised Merger Remedies Manual, ReorganizesActive Times for AntitrustTarget’s Termination of Merger Agreement Approved Based on Plain Contract Language

Boards of Directors

SEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback ContextRecent Decision Confirms Directors’ Right to Access Privileged Communications Between Management and Company CounselThe SEC Takes Action on Proxy Advisory Firms

Case Law Developments

SPAC Sponsors Beware: The Rising Threat of Securities LiabilityStockholder Claims Dismissed Even After <i>Corwin</i> Defense FailsRecent Decision Confirms Directors’ Right to Access Privileged Communications Between Management and Company Counsel

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

Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2020 Proxy SeasonCleary Partners Participate in Panel Discussion on Reopening ConsiderationsCleary Gottlieb Participates in Panel Discussion on Outlook for the 2020 Proxy Season

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

Venture 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&ATarget’s Termination of Merger Agreement Approved Based on Plain Contract Language

Corporate Law

DOJ Updates Guidance Regarding Corporate Compliance ProgramsChanges to the German Foreign Direct Investment Control Regime Take Shape Amid the COVID-19 CrisisThe Gig is Up? COVID-19 & Remote Work Trend Toward Growth in Gig Labor*

Cross-Border M&A

Venture Capital Investing: New NVCA Models, and New Challenges for Foreign Investors in Early-Stage U.S. CompaniesCFIUS Shifts Focus of “Critical Technology” Mandatory Notifications to Export ControlsCleary Gottlieb – M&A-Telegram Germany Q3/2020

Deal Structuring

SPAC Sponsors Beware: The Rising Threat of Securities LiabilityPresident Trump Orders TikTok Divestment; Sweeping Order Appears to Indicate a Broadening of CFIUS’s JurisdictionCFIUS Blocks Joint Venture Outside the United States, Releases 2018-2019 Data, and Goes Electronic

Delaware Law

Stockholder Claims Dismissed Even After <i>Corwin</i> Defense FailsRecent Decision Confirms Directors’ Right to Access Privileged Communications Between Management and Company CounselKnowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And Buyer

Executive Compensation

Shareholder Complaints Seek To Hold Directors Liable For Lack of DiversityThe Gig is Up? COVID-19 & Remote Work Trend Toward Growth in Gig Labor*Incentives in the Pandemic

Financial Advisors

Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And BuyerDelaware Decision Provides Further Lessons for Directors, Activist Investors, and Financial Advisors in Negotiating MergersAssessing Financial Advisor Compensation Disclosure Following Vento v. Curry

Merger Litigation

Stockholder Claims Dismissed Even After <i>Corwin</i> Defense FailsRecent Decision Confirms Directors’ Right to Access Privileged Communications Between Management and Company CounselRare Federal Court Decision Casts Doubt On Merger Disclosure Claims, But Will It Change Anything?

Private Equity

Venture Capital Investing: New NVCA Models, and New Challenges for Foreign Investors in Early-Stage U.S. CompaniesThe European Union Blacklists the Cayman Islands<i>Sun Capital</i> Update: Court of Appeals Reverses District Court’s Finding of Constructive Partnership Between Private Equity Funds

Proxy Rules

SEC Amends Requirements for Shareholder Proposals in Proxy StatementsThe SEC Takes Action on Proxy Advisory FirmsUPDATE: Cuomo Executive Order Gives New York Corporations Relief on Physical Annual Meetings

Restructurings

SDNY Bankruptcy Court Reaffirms Rigorous Pleading Standards in Lyondell LBO Fraudulent Conveyance ActionThe Resurgence of Covenant Lite, and What it Means for the Restructuring Market

SEC Guidance

SPAC Sponsors Beware: The Rising Threat of Securities LiabilitySEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback ContextSEC Amends Requirements for Shareholder Proposals in Proxy Statements

Shareholder Activism

The New Civil Code: ObeySEC Proposes a Significant Change in Reporting by Institutional InvestorsISS and Glass Lewis Issue Guidance for Poison Pills in COVID-19 Pandemic

Takeover Defenses

Is Now a Good Time to Adopt an NOL Rights Plan?ISS and Glass Lewis Issue Guidance for Poison Pills in COVID-19 PandemicThe Impact of COVID-19 on Activism and Hostile Attacks: Key Takeaways

Uncategorized

Cleary Gottlieb Elects 16 New Partners and Counsel

Venture Capital

Venture 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&AAccounting for Minority Equity Investments: A Small Change with Significant Implications