Antitrust

Sweeping Changes to Premerger (HSR) Process in the United States Proposed by Enforcement Agencies2023 Update: U.S. Antitrust Sets Sail into Uncharted SeasM&A in 2023: A Year of Cautious Optimism?

Boards of Directors

New Delaware Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty WaiversBringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh InDerivative Claim Against Shell’s Board by Climate-Change Activist Shareholder is Refused Permission to Proceed

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

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

Delaware Chancery Court Highlights Tension Between Freedom of Contract and Corporate Fiduciary DutiesCorporates Face Novel, Greater Risks from Debt Ceiling Impasse—Even if No Default OccursDelaware Chancery Court’s Mindbody Decision – Lessons for Private Equity Buyers in Take-Private Transactions

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 – Q3/2023The German M&A Market – Q2/2023The German M&A Market – Q1/2023

Cybersecurity

New SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key TakeawaysCybersecurity: Continued Cyberattacks and New Regulations Result in Increased RiskPrivacy and Data Protection Compliance Will Remain a Top Priority in 2023

Deal Structuring

M&A in 2023: A Year of Cautious Optimism?SEC SPAC ProposalUK Public M&A Round-Up – Winter 2021/2022

Delaware Law

New Delaware Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty WaiversBringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh InPrivate Equity Buyer Permitted to Walk From Deal Based on Capitalization Representation Breach

Enforcement

ClawFAQs: Common Clawback QuestionsDOJ Announces Additional Guidance on Voluntary Self-Disclosure in M&A ContextNew SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key Takeaways

ERISA

The DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM ExemptionSEC Parties Like Its 2010: Adopts Long-Awaited Executive Compensation Regulations Under Dodd-FrankNew DOL Guidance on ESG and Proxy Voting

ESG

Derivative Claim Against Shell’s Board by Climate-Change Activist Shareholder is Refused Permission to ProceedESG Litigation: Derivative Claims Against Directors: Q&AThe DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM Exemption

Executive Compensation

New York Advances Towards Banning All Non-CompetesUpdates on Non-CompetesNasdaq and NYSE Propose October 2, 2023 as Effective Date in Amendments to its Proposed Clawback Listing Standards

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

New Delaware Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty WaiversSweeping Changes to Premerger (HSR) Process in the United States Proposed by Enforcement AgenciesDelaware Chancery Court Highlights Tension Between Freedom of Contract and Corporate Fiduciary Duties

Private Equity

Private Equity Buyer Permitted to Walk From Deal Based on Capitalization Representation BreachDelaware Chancery Court’s Mindbody Decision – Lessons for Private Equity Buyers in Take-Private TransactionsThe Change Healthcare Decision and Implications for Private Equity Sponsors

Proxy Rules

Outlook for Activism in 2023New DOL Guidance on ESG and Proxy VotingThe SEC Backs Off on Proxy Advisory Firms

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

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

New SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key TakeawaysNasdaq and NYSE Propose October 2, 2023 as Effective Date in Amendments to its Proposed Clawback Listing StandardsVoluntary Carbon Markets: An Overview of U.S. Regulatory Developments

Shareholder Activism

Delaware Chancery Court Highlights Tension Between Freedom of Contract and Corporate Fiduciary DutiesCorwin Cleansing Denied In Action For Post-Closing Injunctive Relief Under UnocalPractical Steps for Increased Board Effectiveness

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

President Biden’s Fiscal 2024 Proposed Budget Includes Tax Rate Increases, and Several Executive Compensation and Employee Benefits ChangesRecent EU Tax DevelopmentsCAMT, Excise Tax and Green Credits: U.S. Tax to Spice up Your Next Cocktail Conversation

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