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Topics

AI

Financing the Data Center Boom: The Investment Opportunity, the Risks, and the Capital Solutions Taking ShapeCybersecurity in the Age of Cyber Warfare: Governance Reminders for Public Company BoardsSelected Issues for Boards of Directors in 2026

Alert Memo

SEC Rescission of the Pay-to-Play Rule: How Much Better Off Are Investment Advisers?SEC Staff Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14ASEC Modernizes Debt Tender Offer Rules with New Exemptive Order

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

Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers

Boards of Directors

Insights from the 2026 ISS STOXX Governance Annual Global SurveySection 16(a) Reporting: SEC Expands Exemptive Relief to Additional Foreign Private Issuer JurisdictionsNew SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds

Case Law Developments

Fourth Circuit Reverses Class Certification in Boeing Litigation, Establishing a High Bar Under ComcastSelected Issues for Boards of Directors in 2026Delaware Supreme Court Provides Important Guidance on Application of MFW Framework to Controlling Stockholder Transactions

Corporate Governance

Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for Issuers

Corporate Law

SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Updates CFI Guidance: April Through August 2026 Roundup

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 Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Updates CFI Guidance: April Through August 2026 Roundup

Economic Sanctions and Foreign Investments

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

Enforcement

SEC Formalizes Focus on Accounting Fraud With Creation of Financial Reporting and Accounting Unit Within the Enforcement DivisionDeny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling DefendantsNew SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds

ERISA

SEC Updates CFI Guidance: April Through August 2026 RoundupInsights from the 2026 ISS STOXX Governance Annual Global SurveySelected Issues for Boards of Directors in 2026

ESG

SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Further Modifies Its Rule 14a-8 Response Process

Executive Compensation

Insights from the 2026 ISS STOXX Governance Annual Global SurveySEC Publishes Its 2026 Rulemaking AgendaSEC Officer Definitions: A Quick Reference

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

Podcast

Prediction Markets for Those Who Don't Predict (and for Those Who Do): Episode 1

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 Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Further Modifies Its Rule 14a-8 Response Process

Proxy Season

SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Further Modifies Its Rule 14a-8 Response Process

Restructurings

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

SEC and/or Securities Laws

SEC Rescission of the Pay-to-Play Rule: How Much Better Off Are Investment Advisers?Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!SEC Proposes to Modernize Proxy Solicitation Rules

SEC Guidance

SEC Rescission of the Pay-to-Play Rule: How Much Better Off Are Investment Advisers?Reminder: September 30 EDGAR Next Annual Confirmation Deadline Approaching!SEC Proposes to Modernize Proxy Solicitation Rules

Shareholder Activism

SEC Proposes to Modernize Proxy Solicitation RulesSEC Proposes to Rescind Rule 14a-8 and Amend Rule 14a-4: What This Means for IssuersSEC Updates CFI Guidance: April Through August 2026 Roundup

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.

Prediction markets are booming, and regulators, lawmakers, and enforcement agencies are racing to keep up. In this podcast series, Cleary partners Deborah North and Helena Grannis and counsel Brian Morris unpack the rapidly evolving legal and regulatory landscape surrounding these markets.

Listen to the latest episodes here.

Upcoming Conferences

Check back soon for a list of upcoming conferences we will be attending!

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Blog Resources

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Archives

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 Helena K. GrannisHelena K. Grannis

Helena K. Grannis’ practice focuses on capital market transactions and corporate governance.

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Photo of J.T. HoJ.T. Ho

Justin “J.T.” Ho’s practice is focused on helping public companies and their boards navigate complex and challenging corporate governance, securities reporting, shareholder activism, crisis communication…

Justin “J.T.” Ho’s practice is focused on helping public companies and their boards navigate complex and challenging corporate governance, securities reporting, shareholder activism, crisis communication, executive compensation, and sustainability matters through collaborating on practical, innovative, business-oriented solutions.

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Photo of Francesca OdellFrancesca Odell

Francesca L. Odell is a member of Cleary Gottlieb’s Executive Committee, Leader of the Americas Corporate Practice, and Co-Leader of the Public Company Group.

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Photo of Lillian TsuLillian Tsu

Lillian Tsu is Leader of Cleary Gottlieb’s Americas Capital Markets Group.

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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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Links

  • Columbia Law School Blue Sky Blog
  • Harvard Law School Forum on Corporate Governance
  • TheCorporateCounsel.net

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