On July 21, 2026, ISS STOXX Governance (ISS) opened its Annual Global Benchmark Policy Survey (the Survey), which it uses to inform its annual policy development process. This year, the Survey covers a wide range of topics under the headings of board elections, shareholder rights, compensation, audit & auditors, and environmental & social topics. The Survey closed last Friday and we expect the results will be published in the next month or so. Below are a few notable questions and themes for U.S. companies in the Survey, which give us a glimpse into potential changes to ISS’s voting guidelines for the 2027 proxy season.
Continue Reading Insights from the 2026 ISS STOXX Governance Annual Global SurveyExecutive Compensation
SEC Publishes Its 2026 Rulemaking Agenda
By Synne D. Chapman, Helena K. Grannis & Bobby Bee on
The SEC’s 2026 rulemaking agenda and statement of regulatory priorities recently went public as part of the federal governments overall 2026 Regulatory Plan. The agenda lists 38 potential SEC rulemakings and reflects Chairman Atkins’s broadly deregulatory orientation, with proposals aimed at: cutting compliance burdens, facilitating capital formation, revitalizing public markets to “Make IPOs Great Again,” widening retail access to private markets, and building a crypto framework. As expected, many of the pending proposals are anticipated to reshape the disclosure, proxy, capital-raising, and governance rules that public companies live by.
Continue Reading SEC Publishes Its 2026 Rulemaking AgendaSEC Officer Definitions: A Quick Reference
By Synne D. Chapman, Adam Fleisher, Julia Petty, Shuangjun Wang, Saleh Ismail & Bobby Bee on
Federal securities law does not use a single, uniform definition of “officer.” Instead, several overlapping definitions determine who qualifies as an officer for different regulatory purposes, each carrying its own set of individual-specific disclosure consequences. For public companies and their counsel, correctly classifying officers across these frameworks is essential to ensuring compliance with SEC filing requirements. Additionally, for prospective officers themselves, understanding how these definitions apply is critical to appreciating the scope of personal information that will become publicly available upon assuming their roles.
Continue Reading SEC Officer Definitions: A Quick ReferenceSEC Updates CFI Guidance: March 2026 Roundup
By Cleary Gottlieb on
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 RoundupSEC 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/or 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 2026Selected Issues for Boards of Directors in 2025
By Cleary Gottlieb on
Posted in AI, Antitrust, Boards of Directors, Corporate Governance, Corporate Law, Cybersecurity, Delaware Law, Disclosure and Reporting, Economic Sanctions and Foreign Investments, Enforcement, ERISA, ESG, Executive Compensation, Private Equity, SEC and/or Securities Laws, SEC Guidance, Shareholder Activism, Tax
2025 promises to be another turbulent year for boards of directors. On the heels of a historically unprecedented election, companies are still ramping up compliance with the ambitious agenda of the outgoing administration while simultaneously bracing for the changes promised by the next one. Against that backdrop, colleagues from across Cleary’s offices have zeroed-in on the impact of the issues that boards of directors and senior management of public companies have faced in the past year, as well as on what can be anticipated in the year to come.
Continue Reading Selected Issues for Boards of Directors in 2025It’s Not DE, It’s You: 55 Billion Reasons Tesla is Not ‘Your Company’
On January 30, 2024, the Delaware Court of Chancery struck down Tesla CEO Elon Musk’s $55 billion performance-based stock option package, ruling that Tesla’s directors did not satisfy the stringent “entire fairness” standard in approving his compensation. This case comes on the heels of a $735 million settlement in which Tesla directors disgorged previously-received compensation following shareholder claims of unjust enrichment and breach of fiduciary duty.[1] The court applied the entire fairness standard because of Musk’s enormous control over the transaction, referring to him as a “Superstar CEO”[2] who wielded maximum possible influence over the board. While the compensation package was approved by a majority of disinterested shareholders, the court concluded proxy disclosure was deficient and therefore shareholders were not fully informed.[3] Ultimately, the Tesla board was not able to prove the benefit received from Musk’s leadership was worth the $55 billion Tesla paid for it.
Continue Reading It’s Not DE, It’s You: 55 Billion Reasons Tesla is Not ‘Your Company’