Antitrust

Active Times for AntitrustTarget’s Termination of Merger Agreement Approved Based on Plain Contract LanguageEuropean Commission Fines Facebook €110 Million for Providing Misleading Information

Boards of Directors

The SEC Takes Action on Proxy Advisory FirmsShareholder Complaints Seek To Hold Directors Liable For Lack of DiversityThe New Civil Code: Obey

Case Law Developments

Shareholder Complaints Seek To Hold Directors Liable For Lack of DiversityRare Federal Court Decision Casts Doubt On Merger Disclosure Claims, But Will It Change Anything?Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And Buyer

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

Guidance 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 LanguageShut Up! (Someone Is Actually Suing on the Basis of a Non-Disparagement Clause)

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

Cleary Gottlieb – M&A-Telegram Germany Q2/2020Changes to the German Foreign Direct Investment Control Regime Take Shape Amid the COVID-19 CrisisCFIUS Blocks Joint Venture Outside the United States, Releases 2018-2019 Data, and Goes Electronic

Deal Structuring

CFIUS Blocks Joint Venture Outside the United States, Releases 2018-2019 Data, and Goes ElectronicProposed Rule Would Broaden CFIUS Mandatory Notification RequirementsCOVID-19: CFIUS Considerations for Distressed M&A and Lending Transactions

Delaware Law

Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And BuyerDon’t Bite the Hand that Feeds You: Delaware Court of Chancery Holds Spin-Offs Are Not UnconscionableDelaware Supreme Court Green Lights Federal-Forum Charter Provisions

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

Rare Federal Court Decision Casts Doubt On Merger Disclosure Claims, But Will It Change Anything?Knowledge Is Key: Recent Decision Addresses Aiding and Abetting Claims Against Board Advisors And BuyerDelaware Supreme Court Green Lights Federal-Forum Charter Provisions

Private Equity

The 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 FundsA Hint of Brandeis: Proposed Amendments to the German Transparency Register

Proxy Rules

The SEC Takes Action on Proxy Advisory FirmsUPDATE: Cuomo Executive Order Gives New York Corporations Relief on Physical Annual MeetingsISS Issues Additional Voting Policy Guidance in Response to COVID-19 Pandemic

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

Cleary Gottlieb Participates in Panel Discussion on Highlights of the 2020 Proxy SeasonThe SEC Takes Action on Proxy Advisory FirmsSEC Roundtable – “Emerging Markets, Including China”

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

Guidance 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