AI

Selected Issues for Boards of Directors in 2025Effective Board Oversight as AI EvolvesGenerative AI Will Stay Top of Mind in 2024

Antitrust

Selected Issues for Boards of Directors in 20252024 Antitrust Update: Agencies Sharpen Their Teeth, But Is It All Bark and No Bite?Selected Issues for Boards of Directors in 2024

Boards of Directors

The Current Tax Risk Environment and Best Practices for Managing It2025 UK and European Capital Markets Update: “All Change!”Cybersecurity Disclosure and Enforcement Developments and Predictions

Case Law Developments

Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder TransactionsNinth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsAppraisal Update: Post-Signing Value Changes Drive Appraisal Result

CBS-NAI Dispute

Lessons Learned from the CBS-NAI Dispute: Rights of Board Members to Access Privileged Communications with Company CounselLessons From the CBS-NAI Dispute: Who is an "Independent" Director in the Context of a Controlled CompanyLessons from the CBS-NAI Dispute: When (If Ever) Will the Court of Chancery Grant a TRO To Restrain a Controlling Stockholder From Taking Action to Prevent a Board From Diluting Its Voting Control?

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

SEC Announces Changes to Rule 14a-8 No-Action Letter ProcessTaking the Plunge: Registration Statement Filings Without a Delaying Amendment During the ShutdownCross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds Requirements

COVID-19

Returning to the Future of Work: Considerations for the Virtual Board Room in the ‘Post’-Pandemic EraThe Delaware Supreme Court Speaks on “Ordinary Course” CovenantsVirtual Shareholder Meetings now Permanently Permitted in NY

Cross-Border M&A

The German M&A Market – Q1/2025The German M&A Market – 2024The German M&A Market – Q3/2024

Cybersecurity

Cybersecurity Disclosure and Enforcement Developments and PredictionsSelected Issues for Boards of Directors in 2025Privacy and Data Protection Compliance Will Become More Fragmented in 2024

Deal Structuring

Outlook for M&A and Shareholder Activism in 2024M&A in 2023: A Year of Cautious Optimism?SEC SPAC Proposal

Delaware Law

Calculating Pharma Earnout Damages: Strategic Lessons for Designing Milestone FrameworksDelaware’s Rocky Year–What Lies Ahead?Selected Issues for Boards of Directors in 2025

Economic Sanctions and Foreign Investments

FDI Review Regimes Ramp up Globally and Enhance Enforcement; U.S. Outbound Investment Regime Goes into EffectSelected Issues for Boards of Directors in 2025

Enforcement

Applying A Retail Voting Program in PracticeHouse Financial Services Committee Previews Possible 14a-8 ReformShareholder Engagement Considerations in light of Texas v. Blackrock

ERISA

Selected Issues for Boards of Directors in 2025Regulatory Developments to Watch: Non Competes and ERISASelected Issues for Boards of Directors in 2024

ESG

Shareholder Engagement Considerations in light of Texas v. BlackrockA New Regulatory Environment for Climate and Other ESG Reporting RulesSelected Issues for Boards of Directors in 2025

Executive Compensation

Selected Issues for Boards of Directors in 2025Focus on SEC Executive Compensation Disclosure Obligations in 2025: Security Costs and New Item 402(x)The UAE Government Clarifies Rules Applicable to Private Joint Stock Companies

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

Intellectual Property

Selected Issues for Boards of Directors in 2024

Merger Litigation

Cross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds RequirementsOutlook for M&A and Activism in 2025Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions

Private Equity

Cross-Border Acquisition Financing – Navigating “SunGard” Conditionality and Certain Funds RequirementsSelected Issues for Boards of Directors in 2025Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case

Proxy Rules

House Financial Services Committee Previews Possible 14a-8 ReformOutlook for Activism in 2023New DOL Guidance on ESG and Proxy Voting

Proxy Season

Final Pay vs. Performance Rules: Teaching Old Disclosure New TricksThe SEC Backs Off on Proxy Advisory FirmsVirtual Shareholder Meetings now Permanently Permitted in NY

Restructurings

The UAE Government Clarifies Rules Applicable to Private Joint Stock CompaniesOne Step Ahead: Restructuring Considerations in an Uncertain Economic ClimateSelected Issues for Boards of Directors in 2024

SEC Guidance

SEC Announces Changes to Rule 14a-8 No-Action Letter ProcessTaking the Plunge: Registration Statement Filings Without a Delaying Amendment During the ShutdownApplying A Retail Voting Program in Practice

Shareholder Activism

Outlook for M&A and Activism in 2025Selected Issues for Boards of Directors in 2025Outlook for M&A and Shareholder Activism in 2024

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

Tax

The Current Tax Risk Environment and Best Practices for Managing ItSelected Issues for Boards of Directors in 2025Delaware Chancery Court Finds Private Equity Sponsor’s Tax Receivable Agreement Potentially Led to Conflicted Sale Process

Uncategorized

Trade Controls: Recent Developments and Changes on the Horizon for 20252024 Antitrust Update: Navigating the Evolving LandscapeCleary 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

White-Collar Defense and Investigations

2023 Year-in-Review: Developments and Trends in White Collar Enforcement Litigation