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Cleary Securities, Disclosure, and Governance Watch

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Topics

AI

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Selected Issues for Boards of Directors in 2024

Alert Memo

Executive Order on “Prioritizing the Warfighter in Defense Contracting” – Key Implications for Defense and Government ContractorsSections 13/16: Group Formation & Short-Swing Profit Disgorgement

Antitrust

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Selected Issues for Boards of Directors in 2024

Blog Post

The NAL Landscape Post-SEC AnnouncementFifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on HoldSection 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption

Boards of Directors

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions

Case Law Developments

Selected Issues for Boards of Directors in 2026Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions

Corporate Governance

Selected Issues for Boards of Directors in 2026Executive 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

Corporate Law

Selected Issues for Boards of Directors in 2026Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on HoldSection 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption

Cybersecurity

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Selected Issues for Boards of Directors in 2024

Delaware Law

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case

Disclosure and Reporting

Selected Issues for Boards of Directors in 2026Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on HoldSection 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption

Economic Sanctions and Foreign Investments

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

Enforcement

Selected Issues for Boards of Directors in 2026Executive 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

ERISA

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Selected Issues for Boards of Directors in 2024

ESG

Selected Issues for Boards of Directors in 2026California Climate Rules: What To Do Pending the Ninth Circuit’s InjunctionShareholder Engagement Considerations in light of Texas v. Blackrock

Executive Compensation

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025It’s Not DE, It’s You: 55 Billion Reasons Tesla is Not ‘Your Company’

Featured

The NAL Landscape Post-SEC Announcement

Intellectual Property

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2024

Merger Litigation

Selected Issues for Boards of Directors in 2026Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder TransactionsNew Delaware Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty Waivers

Private Equity

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case

Proxy Rules

Selected Issues for Boards of Directors in 2026House Financial Services Committee Previews Possible 14a-8 Reform

Proxy Season

Selected Issues for Boards of Directors in 2026

Restructurings

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2024

SEC and Securities Laws

The NAL Landscape Post-SEC AnnouncementSelected Issues for Boards of Directors in 2026Executive Order on “Prioritizing the Warfighter in Defense Contracting” – Key Implications for Defense and Government Contractors

SEC Guidance

The NAL Landscape Post-SEC AnnouncementSelected Issues for Boards of Directors in 2026Preparing an Annual Report on Form 20-F – Guide for 2026

Shareholder Activism

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Selected Issues for Boards of Directors in 2024

Tax

Selected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025Delaware Chancery Court Finds Private Equity Sponsor’s Tax Receivable Agreement Potentially Led to Conflicted Sale Process

Podcasts

Cleary partner J.T. Ho hosts “J.T. Ho’s Fast Five,” a monthly podcast on The Corporate Counsel covering the five new things public companies ought to know each month, and “Understanding Activism,” a podcast on Deal Lawyers and Corporate Counsel that focuses on different perspectives on shareholder activism.

Listen to the latest episodes here.

Upcoming Conferences

We will be attending this upcoming conference and would love to meet you!

  • Society for Corporate Governance 2026 National Conference
    Nashville, TN
    July 7-10, 2026

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Photo of Synne D. ChapmanSynne D. Chapman

Synne D. Chapman’s practice focuses on domestic and international corporate and financial transactions, particularly capital markets transactions, disclosure, and corporate governance.

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Photo of Shuangjun WangShuangjun Wang

Shuangjun Wang’s practice focuses on capital markets transactions, corporate governance, and corporate advisory work, with a focus on ESG and sustainability matters.

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