Just a few days ago, a state-linked hacking group claimed responsibility for a disruptive cyberattack on a Fortune 500 medical technology company with no ransom demand and no negotiation, calling it retaliation for a U.S. military strike. The risk of
Cleary Securities, Disclosure, and Governance Watch
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SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3
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:
- January 23, 2026:
…
SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2
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:
- January 23, 2026:
…
SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1
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:
- January 23, 2026:
…
Section 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain Jurisdictions
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…
Reframing Board Diversity Disclosure in 2026 Proxy Statements
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…
Section 16(a) Reporting: SEC Adopts Final Rules for Foreign Private Issuers
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…
Lawsuits Filed Under SEC’s Revised Rule 14a-8 No-Action Letter Process
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…
SEC Staff Issues Guidance on Tokenized Security Taxonomies
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…
The NAL Landscape Post-SEC Announcement
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.…