On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles that raise capital from investors to buy a single issuer’s securities and conduct an activism
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Mergers and Acquisitions, Corporate Governance, Shareholder Activism
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Latest from Cleary M&A and Corporate Governance Watch
SEC Modernizes Debt Tender Offer Rules with New Exemptive Order
The SEC has issued a significant exemptive order modernizing and expanding the ability of issuers to conduct tender offers for their non-convertible debt securities over an abbreviated period of five business days. This new exemptive order expressly supersedes previous guidance contained in the 2015 no-action letter, often referred to as the Abbreviated Debt Tender…
Shareholder Activism Approaching the 2026 Midpoint: Trends, Lessons, and What to Expect for the Rest of the Season
As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size, maturity, reputation, or governance profile. So far in 2026, activists have launched more campaigns than…
SEC Reduces Minimum Equity Tender Offer Period to 10 Business Days
The Securities and Exchange Commission recently cut the minimum time required for certain equity tender offers in half. Historically, federal rules mandated that such offers remain open for at least 20 business days. Now, an April 16, 2026 exemptive order from the Division of Corporation Finance allows market participants to conclude qualifying cash tender offers…
When Strategy Meets Emotion – How to Succeed in Cross-Border M&A for SMEs
An interview given by Cleary partner Mirko von Bieberstein was included in the Handelsblatt special edition supplement “Succession, M&A and Regulatory” on March 25, 2026.
Abu Dhabi Global Market (ADGM) Proposes to Ease Regulations for Smaller and Institutional Fund Managers
On November 24, 2025, the Financial Services Regulatory Authority (“FSRA”) of the Abu Dhabi Global Market (“ADGM”) published Consultation Paper No. 12 of 2025 (the “CP”), proposing significant reforms to the ADGM’s private funds regulatory framework.[1] The proposals introduce two streamlined regulatory regimes for: (i) fund managers with a maximum committed capital of $200…
Outlook for Private Credit in 2026
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
The private credit market has reached a pivotal stage in its growth, with direct lending now matching the broadly syndicated loan market at $1.5-2 trillion in size and forecast to reach…
Considerations for U.S. Boards when Contemplating a Liability Management Transaction
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
As liability management transactions (LMEs) become increasingly prevalent, directors are frequently called upon to evaluate these complex transactions. We outline key considerations for boards contemplating these transactions under Delaware law.…
Global IPO Market Trends: 2025 Review and 2026 Outlook
By Lesley Janzen, Synne D. Chapman, Eli Wallach, Sebastian R. Sperber, David I. Gottlieb, Chrishan Raja, Sarah E. Lewis, Frederic Martin, Alexis Raguet, Giuseppe Scassellati-Sforzolini, Alessandro Vicari, Insoo Park, Shuang Zhao, Biyuan Zhang, Freeman Chan, Mohamed Taha, Mike Taylor, Jorge U. Juantorena, Juan Giráldez, Manuel Silva, Jonathan Mendes de Oliveira, Ignacio Lagos & Jose Juan Vasquez Orendain
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
Drawing on activity across the United States, Europe, East Asia, the Middle East and Latin America, we examine the market dynamics and complimentary regulatory and macro-economic settings that drove IPO volume and…
Alternative Assets in 401(k) Plans: What Boards Need to Know in 2026
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
On August 7, 2025, the Trump administration issued an executive order titled “Democratizing Access to Alternative Assets for 401(k) Investors” (the Executive Order), marking a step toward facilitating greater inclusion of…