Topic
Securities
6,666 published works
The D&O Diary
Private Credit Lending Firm Hit with Securities Suit
As noted in prior posts on this site, trouble recently has been brewing in the private credit market. Borrower defaults have led to bankruptcies, civil lawsuits, and even criminal indictments.…
Cleary M&A and Corporate Governance Watch
A Sea Change In Shareholder Litigation, or More Of The Same? What To Expect In 2026
By Roger A. Cooper, Mark E. McDonald, Nicolas Williams, Davawn Hartz
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF. Two significant developments during 2025—one in Delaware corporate law and the…
The CLS Blue Sky Blog
How “Foreign Private Issuer” Loopholes Leave U.S. Investors Exposed
By David F. Larcker, Amit Seru, Brian Tayan, Daniel Taylor
For decades, U.S. securities regulation has treated foreign firms listed on U.S. exchanges differently from domestic issuers. Through the “foreign private issuer” (FPI) framework, the Securities and Exchange Commission (SEC)…
The Securities Edge
MIND THE GAP: A Somewhat Radical(?) Suggestion on Disclosure
The SEC has indicated that it is fast-tracking President Trump’s “suggestion” that quarterly reporting be eliminated. While it is unclear how the elimination of quarterly reporting will be implemented, one…
The D&O Diary
Guest Post: New Year’s Primer for Directors: Things to Know About Shareholder Litigation
Edgar A. Neely IV Scott N. Sherman The arrival of a securities class action lawsuit can be and often is a watershed moment in the life a public company. In…
Free Writings + Perspectives
More CDI Updates from the SEC, Including More Clarity on Integration Rules
By Liz Walsh, Jennifer Zepralka
On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued not one, but two, sets of changes to their Compliance and Disclosure Interpretations (“CDIs”). …
Across The Board
Section 16(a) Reporting for Foreign Private Issuers
By David S. Bakst, Kate Ball-Dodd, Thomas Kollar, Christopher Nickas, Ali Perry, Liz Walsh, Gilat Abraham Zaefen, Jennifer Zepralka
Effective March 18, 2026, foreign private issuers, or FPIs, will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Below, we outline what…
The CLS Blue Sky Blog
SEC Issues Statement on Tokenized Securities
By Securities, Exchange Commission
As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets,[1] the Division of Corporation Finance, Division of Investment Management, and…
Cleary M&A and Corporate Governance Watch
The Shifting SEC Enforcement Landscape: 2025 Year-in-Review
By Tom Bednar, Matthew C. Solomon, Katie McGuire
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF. Fiscal year 2025 was a year of extremes in terms of…
Cleary Securities, Disclosure, and Governance Watch
The NAL Landscape Post-SEC Announcement
By Shuangjun Wang, Francesca Odell, Jean Choi
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…