Antitrust

What to Expect From the Biden AdministrationDOJ Antitrust Division Issues Revised Merger Remedies Manual, ReorganizesActive Times for Antitrust

Boards of Directors

ARPA to Expand 162(m) Limits on Executive CompensationDOL Declines to Enforce Trump Administration Rules on ERISA Plan Investments, Proxy VotingTurning the Page: Highlights of the SEC’s Division of Examination’s 2021 Priorities

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

Progress Since Paris: Sustainable Policy in Europe in 2020 and BeyondCrisis Management in Unprecedented TimesSustainable Finance: 2021 Brings Significant New ESG Disclosure Obligations for Financial Services Firms

Cross-Border M&A

UK Bid Activism – Two Recent Examples of Disclosure and Fairness Objections in Schemes of ArrangementUK Bids: Why the ‘Reopening Trade’ May Result in a Flurry of Activity Particularly for Domestically Focused FTSE 250 CompaniesCleary Gottlieb M&A Telegram Germany Q1 2021

Deal Structuring

Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market ParticipantsUK Proposes A Mandatory, Pre-Closing National Security RegimeSPAC Sponsors Beware: The Rising Threat of Securities Liability

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

ARPA to Expand 162(m) Limits on Executive CompensationDOL Declines to Enforce Trump Administration Rules on ERISA Plan Investments, Proxy VotingFulfilling the Board’s Expanded Oversight Role in Human Capital Management

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 Bids: Why the ‘Reopening Trade’ May Result in a Flurry of Activity Particularly for Domestically Focused FTSE 250 CompaniesDelaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to CloseARPA to Expand 162(m) Limits on Executive Compensation

Proxy Rules

Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors, and Other Market ParticipantsSEC Amends Requirements for Shareholder Proposals in Proxy StatementsThe SEC Takes Action on Proxy Advisory Firms

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

SEC Charges Eight Companies and Signals Need for Better Disclosures About Delayed FilingsSEC Staff Risk Alert Lays a Marker for Advisers on ESG Focus AreasActing Director of SEC’s Corp Fin Issues Statement on Disclosure Risks Arising from De-SPAC Transactions

Shareholder Activism

UK Bid Activism – Two Recent Examples of Disclosure and Fairness Objections in Schemes of ArrangementDelaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market DisruptionThe Changing Face of Activism

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