Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement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 DefendantsEnforcement
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 IPOsCybersecurity 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 BoardsSelected 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 ContractorsFifth 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 originally granted by the district court is once again in effect pending consideration of the DOJ’s appeal by the Fifth Circuit’s merits panel.
Continue Reading Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on HoldApplying A Retail Voting Program in Practice
By J.T. Ho, Helena K. Grannis & Kyle Pinder on
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 PracticeHouse Financial Services Committee Previews Possible 14a-8 Reform
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 ReformShareholder Engagement Considerations in light of Texas v. Blackrock
By Helena K. Grannis, Joseph M. Kay & Shuangjun Wang on
Posted in Blog Post, Corporate Governance, Corporate Law, Disclosure and Reporting, Enforcement, ESG
On Friday, the Court in Texas v. Blackrock issued an opinion largely denying defendants’ motion to dismiss, which allows a coalition of States to proceed with claims that BlackRock, State Street, and Vanguard conspired to violate the antitrust laws by pressuring publicly traded coal companies to reduce output in connection with the investment firms’ ESG commitments. The Court found that the States plausibly alleged that defendants coordinated with one another, relying on allegations that they joined climate initiatives, made parallel public commitments, engaged with management of the public coal companies, and aligned proxy voting on disclosure issues. It is worth noting that, while the court viewed BlackRock’s, State Street’s, and Vanguard’s participation in Climate Action 100+ and NZAM as increasing the plausibility of the claim in favor of denying the motion to dismiss, the Court clarified that it was not opining that the parties conspired at Climate Action 100+ or NZAM.
Continue Reading Shareholder Engagement Considerations in light of Texas v. Blackrock