Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement action.[1] The policy shift has received significant media attention, but we believe it will have little effect on the experience of most individuals and entities facing SEC investigation, many of whom are keen to resolve an investigation and move on without drawing additional attention to themselves. But the change does create potential pitfalls for those trying to resolve SEC investigations, and heightens the need to think strategically when negotiating resolutions and pursuing public denials of wrongdoing. We have investigated, settled, and litigated numerous SEC enforcement investigations, both on behalf of the agency and in private practice. Outlined below are some of the potential knock-on effects we see from this policy change.
Continue Reading Deny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling DefendantsCorporate Governance
New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds
In his first public remarks, delivered just days into his tenure, SEC Enforcement Division Director David Woodcock announced that he will “provide hands-on leadership” to make sure SEC Enforcement investigators “focus on the fundamentals,” which he defined as “protecting investors and safeguarding markets from real harm.”[1] In announcing his “back-to-basics” approach, Woodcock gave top billing not just to traditional scams, but also to cases involving financial reporting and private funds and investment advisers. Woodcock’s remarks and his prior tenure at the SEC—and our own work on recent and ongoing SEC investigations and resolutions—indicate that the agency will continue to pursue these often complex cases even when they do not find or charge fraud, perhaps to the surprise of commentators who prematurely announced the demise of SEC Enforcement.
Continue Reading New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private FundsFrom 10-Q to 10-S: SEC Proposes Voluntary Semiannual Reporting for Public Companies and Aligns SEC Staleness Rules for IPOs
By Synne D. Chapman, Helena K. Grannis, Harald Halbhuber, Jorge U. Juantorena & Bobby Bee on
On May 5, 2026, the SEC proposed allowing domestic issuers the option to replace their quarterly reports on Form 10-Q with a single semiannual report on a new Form 10-S. The proposal would apply to all Exchange Act reporting companies currently required to file Form 10-Q, regardless of filer status, public float, revenues, or industry. The annual report on Form 10-K would remain unchanged, and quarterly reporting would remain the default for any company that does not opt into the semiannual regime. Chairman Atkins described the proposal as “just the first step of the larger, comprehensive effort to review and reshape the current SEC rules governing public companies,” and companies should anticipate further proposals on disclosure, capital raising, and the broader public-company framework in the months ahead. In conjunction with these changes, the SEC also proposed to align the SEC financial staleness rules for IPOs, spin-offs and other going public transactions, permitting companies that opt for semiannual reporting to go public mid-year without having to provide interim financial statements until the semiannual report would be due, although disclosure and timing would be influenced by auditor comfort and marketing considerations.
Continue Reading From 10-Q to 10-S: SEC Proposes Voluntary Semiannual Reporting for Public Companies and Aligns SEC Staleness Rules for IPOsSEC No-Action Relief Offers a Roadmap for Foreign-Incorporated Companies Caught Between Home-Country Law and U.S. Proxy Rules
By Jorge U. Juantorena, Shuangjun Wang, Eli Wallach & Bobby Bee on
On April 8, 2026, the SEC’s Division of Corporation Finance issued a no-action letter addressing a structural conflict that arises for companies incorporated in the Netherlands, listed on a U.S. exchange, but without foreign private issuer (FPI) status, leaving them fully subject to U.S. domestic proxy rules under Regulation 14A. The conflict stems from a timing mismatch: Dutch law fixes the record date at 28 days before a shareholder meeting, while Rule 14a-16(a) requires distributing the Notice of Internet Availability of Proxy Materials at least 40 calendar days out. A company could technically satisfy U.S. proxy rules by abandoning notice and access and instead mailing full printed sets of proxy materials, but for a company with a large, dispersed shareholder base, that approach is far more expensive and impractical. The Division of Corporation Finance granted relief so long as the company (i) files its definitive proxy statement and annual report with the SEC and posts them on its website at least 40 days before the meeting; (ii) issues a press release announcing the availability of materials, the planned notice distribution date, and how shareholders can request paper copies; and (iii) distributes notice cards within five business days after the record date. This framework for conditioned relief mirrors the framework that the Division of Corporation Finance applied in a substantially similar no-action letter to another Dutch-incorporated, U.S.-listed company without FPI status in April 2025. These letters continue a pattern of Division relief addressing home-country/U.S. proxy rule conflicts. In a January 2014 no-action letter, the Division of Corporation Finance granted no-action relief to a Curaçao-incorporated, U.S.-listed company without FPI status that permitted the company to bypass the preliminary proxy filing requirement under Rule 14a-6(a) for routine shareholder votes that Curaçao law mandated.
Continue Reading SEC No-Action Relief Offers a Roadmap for Foreign-Incorporated Companies Caught Between Home-Country Law and U.S. Proxy RulesCybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company Boards
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 BoardsSection 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 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 IssuersSelected 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 2026Executive 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 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 ContractorsSection 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 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 ExemptionPreparing an Annual Report on Form 20-F – Guide for 2026
By Jorge U. Juantorena, Jonathan Mendes de Oliveira, Nina E. Bell, Sonia Montejano & Leticia Daruge on
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