In March 2026, the Division of Corporation Finance (Corp Fin) issued and revised several Corporate Finance Interpretations (CFIs), formerly called Compliance and Disclosure Interpretations, addressing capital markets transactions and corporate practices. This post summarizes Corp Fin’s updated guidance on “ineligible issuer” status, Section 16 reporting obligations, Electronic Data Gathering, Analysis, and Retrieval (EDGAR) account management following corporate reorganizations, smaller reporting company (SRC) status, and Form S-3 baby shelf applicability to certain At-the-Market (ATM) offerings. Corp Fin also released CFI guidance on Securities Act Rule 701 and asset-backed securities topics. For revised or withdrawn questions, click through to see the SEC’s redline.
Continue Reading SEC Updates CFI Guidance: March 2026 RoundupCleary Gottlieb
SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3
By Cleary Gottlieb on
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: Release 1 | Release 2 | Release 3
- February 11, 2026: Release 1 | Release 2
- February 17, 2026: Release 1
SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2
By Cleary Gottlieb on
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: Release 1 | Release 2 | Release 3
- February 11, 2026: Release 1 | Release 2
- February 17, 2026: Release 1
SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1
By Cleary Gottlieb on
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: Release 1 | Release 2 | Release 3
- February 11, 2026: Release 1 | Release 2
- February 17, 2026: Release 1
Selected Issues for Boards of Directors in 2026
By Cleary Gottlieb on
Posted in AI, Antitrust, Boards of Directors, Case Law Developments, Corporate Governance, Corporate Law, Cybersecurity, Delaware Law, Disclosure and Reporting, Economic Sanctions and Foreign Investments, Enforcement, ERISA, ESG, Executive Compensation, Intellectual Property, Merger Litigation, Private Equity, Proxy Rules, Proxy Season, Restructurings, SEC and Securities Laws, SEC Guidance, Shareholder Activism, Tax
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 Selected Issues for Boards of Directors examines the critical issues that dominated boardroom discussions in 2025 and identifies the emerging trends that will shape board agendas in the year ahead.
Continue Reading Selected Issues for Boards of Directors in 2026ESG Litigation: Derivative Claims Against Directors: Q&A
By Cleary Gottlieb on
The litigation recently launched in England by the NGO, ClientEarth, against the members of the board of directors of Shell plc has generated a significant level of interest from organisations who wish to understand the implications for directors more generally. The claim raises novel issues regarding directors’ responsibilities for a company’s environmental impact, and questions about how environmental obligations should be implemented and enforced.
Continue Reading ESG Litigation: Derivative Claims Against Directors: Q&A