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:
Continue Reading SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3
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:
Continue Reading SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2
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:
Continue Reading SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1
On January 28, 2026, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance, Division of Investment Management, and Division of Trading and Markets (the “Divisions”) published a joint statement providing taxonomies for tokenized securities (the “Guidance”).[1] The Guidance is intended to assist market participants active in tokenized products to ensure compliance with federal securities laws.Continue Reading SEC Staff Issues Guidance on Tokenized Security Taxonomies
In November 2025, the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) announced that it would no longer provide substantive responses to most no-action requests for shareholder proposals during this proxy season. Since this announcement (the “Announcement”), public companies have found themselves in uncharted territory. While companies may request a response from the Staff if they provide an unqualified representation that the company has a reasonable basis to exclude the proposal under Rule 14a-8, the Staff will only issue a no-action response based on that unqualified representation, and not based on any independent analysis of the merits of the arguments presented. Without the added assurance of the SEC’s substantive review, a number of companies have refreshed their strategic approach to no-action letters this proxy season. The exclusion notices[1] that have been submitted since the Announcement provide a glimpse into emerging trends regarding how companies and their legal counsel are interpreting the announcement and navigating this unguided landscape.Continue Reading The NAL Landscape Post-SEC Announcement
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
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
The Securities and Exchange Commission (the “SEC”) adopted the “Filing Fee Disclosure and Payment Methods Modernization Rule” on October 13, 2021, to “make the filing process faster, less expensive, and more efficient for SEC staff and market participants.” Over the last few years, the SEC has phased in various requirements of this rule. However, effective July 31, 2025, all filers are now required to be compliant.Continue Reading Filing Fees and the Fuss over FEPT
On September 17, 2025, the Securities and Exchange Commission (the Commission) voted 3-1 to issue a policy statement clarifying that the presence of a mandatory arbitration provision for investor claims arising under the federal securities laws in an issuer’s articles or certificate of incorporation, bylaws or any securities-related contractual agreements (Operating Documents) will not affect the Commission’s decision whether to accelerate the effectiveness of that issuer’s registration statement.[1] The statement marks a reversal of the Commission’s longstanding refusal to accelerate an issuer’s registration statement under these circumstances,[2] a position that has resulted in U.S. public companies generally not including mandatory arbitration provisions for federal securities law claims in their Operating Documents. As a result, these claims can and have historically been filed as class actions in federal courts.Continue Reading To Arbitrate or Not to Arbitrate: The SEC Now Allows Companies to Choose
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
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