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Cleary Securities, Disclosure, and Governance Watch

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Topics

AI

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

Alert Memo

Betting on Company Information: Prediction Market Considerations for Public CompaniesCybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSection 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain Jurisdictions

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

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2

Boards of Directors

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

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

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSection 16(a) Reporting: SEC Adopts Final Rules for Foreign Private IssuersSelected Issues for Boards of Directors in 2026

Corporate Law

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2

Cybersecurity

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

Delaware Law

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026Selected Issues for Boards of Directors in 2025

Digital Assets

SEC Staff Issues Guidance on Tokenized Security Taxonomies

Disclosure and Reporting

SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1

Economic Sanctions and Foreign Investments

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

Enforcement

Cybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026Executive Order on “Prioritizing the Warfighter in Defense Contracting” – Key Implications for Defense and Government Contractors

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

SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1

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

SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1

Proxy Season

Reframing Board Diversity Disclosure in 2026 Proxy StatementsSelected 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

SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1

SEC Guidance

SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 3SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 2SEC Updates C&DI Guidance: January and February 2026 Roundup – Part 1

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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Key Contacts

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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