Corporate Governance

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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 this type of politically-motivated cyberattack may increase given the increasingly volatile geopolitical environment. To combat this, the President recently signed an executive order targeting cybercrime carried out by transnational criminal organizations, aimed at improving federal coordination in combatting cybercrime. Now is an important time for boards and management teams to focus on crisis and risk management, including durable operational resilience planning. This alert provides perspectives about current best practices on incident preparedness in the face of such threats, explains how this preparedness can be supplemented by an operational resilience framework, discusses the practical implications of the executive order, and lays out a governance hygiene checklist to guide your next cybersecurity oversight discussion.Continue Reading Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company Boards

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 registered under Section 12 of the Exchange Act to report their beneficial ownership and transactions on Forms 3, 4, and 5. The rules take effect on March 18, 2026, meaning initial Form 3 filings are due in less than three weeks. The final rules contain no major surprises, and address several interpretive questions that remained open following enactment. As the SEC noted in explaining its decision to forgo notice-and-comment rulemaking, the amendments “simply conform the Commission’s rules and forms to the requirements of HFIA Act and involve limited exercise of agency discretion.” In this alert, we highlight the most significant clarifications and practical considerations for compliance. For additional background on HFIAA, please refer to our prior alert, Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption.Continue Reading Section 16(a) Reporting: SEC Adopts Final Rules for Foreign Private Issuers

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 2026

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 buy-backs or issu[ing] dividends at the expense of accelerated procurement and increased production capacity.”[1]  The EO states that going forward there will be limitations on the ability of defense contractors who are “underperforming on their contracts” to pay dividends or buy-back stock, at least until such time as they are “able to produce a superior product, on time and on budget,” pursuant to their existing defense contracts.  The Secretary of the U.S. Department of War (the “Secretary”) is empowered to identify underperformers and initiate remediation or enforcement.[2]Continue Reading Executive Order on “Prioritizing the Warfighter in Defense Contracting” – Key Implications for Defense and Government Contractors

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 issuers’ equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The new law will become effective on March 18, 2026.Continue Reading Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption

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 the annual report on Form 20-F for the year ending on December 31, 2025 (the “2025 20‑F”) and certain other developments pertinent to FPIs.Continue Reading Preparing an Annual Report on Form 20-F – Guide for 2026

On November 19, 2025, the California Air Resources Board (“CARB”) held a third working group session to present its implementing regulation proposals for SB 261 and SB 253. Shortly after the session started, the Ninth Circuit published an order that granted an injunction against the enforcement of SB 261, pending the ongoing appeal.Continue Reading California Climate Rules: What To Do Pending the Ninth Circuit’s Injunction

The SEC’s Division of Corporation Finance just announced that it will largely step back from the shareholder proposal no-action letter process for the current proxy season (October 1, 2025 – September 30, 2026). The Division cited three reasons: resource constraints following the recent government shutdown, a high volume of registration statements competing for staff attention, and the extensive existing body of guidance already available to companies and proponents. The announcement aligns with the deregulatory approach we flagged in September when discussing potential reforms to the shareholder proposal process under the current SEC.Continue Reading SEC Announces Changes to Rule 14a-8 No-Action Letter Process

This article was authored by J.T. Ho and Helena K. Grannis from Cleary Gottlieb & Kyle Pinder from Morris, Nichols, Arsht & Tunnell LLP.

On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation.Continue Reading Applying A Retail Voting Program in Practice

On September 10, 2025, the U.S. House Committee on Financial Services hosted a hearing titled “Proxy Power and Proposal Abuse: Reforming Rule 14a-8 to Protect Shareholder Value” to assess the shareholder proposal process, evaluate the influence of proxy advisory firms and highlight legislative solutions to limit shareholder proposals to material issues. The hearing comes at a time of enhanced regulatory scrutiny of the shareholder proposal process and could be indicative of future 14a-8 reform approaches under the SEC’s recently issued Spring 2025 Reg-Flex Agenda. Continue Reading House Financial Services Committee Previews Possible 14a-8 Reform