Antitrust

2023 Update: U.S. Antitrust Sets Sail into Uncharted SeasM&A in 2023: A Year of Cautious Optimism?The Change Healthcare Decision and Implications for Private Equity Sponsors

Boards of Directors

Recent EU Tax Developments2023 Update: U.S. Antitrust Sets Sail into Uncharted SeasRussia and Beyond: Sanctions Developments and Lessons for Boards from 2022

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

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

Public Companies and Politics: How to Co-ExistU.S. Treasury Adopts Final Corporate Beneficial Ownership Reporting RuleGerman Plans to Extend the Scope of Corporate Co-Determination Rights for Employees

Cross-Border M&A

The German M&A Market – 2022U.S. Treasury Adopts Final Corporate Beneficial Ownership Reporting RuleThe German M&A Market – Q3/2022

Deal Structuring

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

Delaware Law

Delaware Extends Exculpation from Personal Liability to Senior OfficersAppraisal Update: Post-Signing Value Changes Drive Appraisal ResultA Back-Door Section 220? Chancery Court Limits Appraisal Petitioners’ Demand for Broad Discovery

ESG

The DOL Finalizes Yet Another Rule on ESG and Proxy Voting and Proposes Significant Amendments to the QPAM ExemptionSustainability in the EU: From Theory to ActionVoluntary Carbon Markets: An Overview of U.S. Regulatory Developments

Executive Compensation

Selected Issues for Boards of Directors in 2023Executives Could Pay for Accounting R/restatements Under New SEC Clawback RulesFinal Pay vs. Performance Rules: Teaching Old Disclosure New Tricks

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

The Change Healthcare Decision and Implications for Private Equity SponsorsNinth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRsAppraisal Update: Post-Signing Value Changes Drive Appraisal Result

Private Equity

The Change Healthcare Decision and Implications for Private Equity SponsorsU.S. Treasury Adopts Final Corporate Beneficial Ownership Reporting RuleUK Public M&A Round-Up – Winter 2021/2022

Proxy Rules

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

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

Voluntary Carbon Markets: An Overview of U.S. Regulatory DevelopmentsAccelerated Pace and Increased Regulatory Expectations in Enforcement and Compliance InvestigationsSEC Parties Like Its 2010: Adopts Long-Awaited Executive Compensation Regulations Under Dodd-Frank

Shareholder Activism

Practical Steps for Increased Board EffectivenessOutlook for Activism in 2023Selected Issues for Boards of Directors in 2023

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

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