In January and February 2026, the SEC’s Division of Corporation Finance (Corp Fin) issued, revised, and withdrew several C&DIs addressing corporate transactions and capital markets practices. The full set of January and February releases is linked below:
…
In January and February 2026, the SEC’s Division of Corporation Finance (Corp Fin) issued, revised, and withdrew several C&DIs addressing corporate transactions and capital markets practices. The full set of January and February releases is linked below:
…
On March 5, 2026, the SEC granted exemptive relief from Section 16(a) beneficial ownership reporting requirements for directors and officers of foreign private issuers (“FPIs”) incorporated or organized in certain jurisdictions with insider reporting regimes substantially similar to the United…
Board diversity disclosure is undergoing a meaningful recalibration. After years of increasing pressure by shareholders and other stakeholders to increase the number of women and underrepresented minorities on boards and provide robust disclosure of board demographic information, the framework is…
On February 27, 2026, the Securities and Exchange Commission adopted final rules implementing the Holding Foreign Insiders Accountable Act, or HFIAA. As expected, the final rules require directors and officers of foreign private issuers with a class of equity securities…
When the SEC announced changes to the Rule 14a-8 no-action letter process in November 2025, many observers—ourselves included—anticipated that some shareholder proponents might turn to litigation if companies excluded their proposals under the new framework. That anticipated litigation…
On January 28, 2026, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (the “Divisions”) published a joint statement providing taxonomies for tokenized securities (the “Guidance”).[1] The Guidance…
I. Introduction
In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season.…
2026 promises to be a year that will demand both agility and strategic foresight from boards of directors and management as they navigate unprecedented challenges.
Drawing on insights from colleagues across Cleary Gottlieb’s global offices, our 2026 edition of…
On January 7, 2026, the White House issued an Executive Order (EO) titled “Prioritizing the Warfighter in Defense Contracting,” announcing an effort to “accelerate defense procurement and revitalize the defense industrial base” by preventing “major defense contractors” from “conduct[ing] stock…
