Antitrust

Gun Jumping in M&A: General Court Judgment Affirms Strict Approach in AlticeWhat to Expect From the Biden AdministrationDOJ Antitrust Division Issues Revised Merger Remedies Manual, Reorganizes

Boards of Directors

The SEC Backs Off on Proxy Advisory FirmsUK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private CompaniesVirtual Shareholder Meetings now Permanently Permitted in NY

Case Law Developments

Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to CloseDelaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption2020 Developments in Securities and M&A Litigation

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

2021 M&A Outlook: Cautious Optimism for Robust DealmakingVenture 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

Corporate Law

UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private CompaniesVirtual Shareholder Meetings now Permanently Permitted in NYFinal Rules for UK-listed SPACs

Cross-Border M&A

Gun Jumping in M&A: General Court Judgment Affirms Strict Approach in AlticeUK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private CompaniesUK Public M&A Round-Up – Autumn 2021

Deal Structuring

Gun Jumping in M&A: General Court Judgment Affirms Strict Approach in AlticeUK Public M&A Round-Up – Autumn 2021Final Rules for UK-listed SPACs

Delaware Law

Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to CloseDelaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption2020 Developments in Securities and M&A Litigation

Executive Compensation

New DOL Proposal on ESG Investing and Fiduciary Exercise of Shareholder RightsGermany Changes the Legal Framework to Increase the Number of Works CouncilsARPA to Expand 162(m) Limits on Executive Compensation

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

UK Bid Activism – Two Recent Examples of Disclosure and Fairness Objections in Schemes of Arrangement2020 Developments in Securities and M&A LitigationCaremark Claims on the Rise Fueled by Section 220 Demands

Private Equity

UK Public M&A Round-Up – Autumn 2021UK Public M&A Round-upUK Bids: Take-Private Boom Sees Negotiating Power Shift from Target Boards to Shareholders

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

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

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

Shareholder Activism

UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private CompaniesSEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social ProposalsThe Shareholder Rights and Activism Review, 6th Ed.

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

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