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
Cleary Securities, Disclosure, and Governance Watch
Latest from Cleary Securities, Disclosure, and Governance Watch - Page 5
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.…
Selected Issues for Boards of Directors in 2026
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…
Executive Order on “Prioritizing the Warfighter in Defense Contracting” – Key Implications for Defense and Government Contractors
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…
Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on Hold
On December 26, the U.S. Court of Appeals for the Fifth Circuit vacated the previous grant of a stay of the injunction enjoining enforcement of the Corporate Transparency Act (CTA) and beneficial ownership reporting rule. As a result, the nationwide preliminary injunction…
Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption
On December 18, 2025, the President of the United States signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), making officers and directors of foreign private issuers (“FPIs”) subject to public reporting of holdings of, and transactions in, the…
Sections 13/16: Group Formation & Short-Swing Profit Disgorgement
In Augenbaum v. Anson Investment Master Fund LP et al., the Southern District of New York recently denied a motion to dismiss in a case seeking short-swing profit disgorgement relating to trades that generated ~$500 million by an alleged investor “group”.…
Preparing an Annual Report on Form 20-F – Guide for 2026
Form 20-F is the form used for an annual report of a foreign private issuer (“FPI”) filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). This alert memorandum summarizes considerations that will affect the preparation of…
Filing Fees and the Fuss over FEPT
The Securities and Exchange Commission (the “SEC”) adopted the “Filing Fee Disclosure and Payment Methods Modernization Rule” on October 13, 2021, to “make the filing process faster, less expensive, and more efficient for SEC staff and market participants.” Over the…
To Arbitrate or Not to Arbitrate: The SEC Now Allows Companies to Choose
On September 17, 2025, the Securities and Exchange Commission (the Commission) voted 3-1 to issue a policy statement clarifying that the presence of a mandatory arbitration provision for investor claims arising under the federal securities laws in an issuer’s articles…