The Cleary Securities and Disclosure Center
Alert Memos

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Corporate Governance

• Selected Issues for Boards of Directors in 2022
• Selected Issues for Boards of Directors in 2021
• 2021 Brings Significant New ESG Disclosure Obligations for Financial Services Firms
• What to Expect From the Biden Administration
• Sustainable Finance: A Global Overview of ESG Regulatory Developments
• SEC Internal Controls Case Demonstrates Agency’s Focus on MNPI Issues in the Stock Buyback Context
• SEC Amends Requirements for Shareholder Proposals in Proxy Statements
• The SEC Takes Action on Proxy Advisory Firms
• Shareholder Complaints Seek To Hold Directors Liable For Lack of Diversity
• The SEC Roundtable on ‘Emerging Markets, Including China’
• Navigating COVID-19: Supply Chain Considerations
• 2019 Cybersecurity Developments: A Year in Review
• Selected Issues for Boards of Directors in 2020
• Key Considerations for Companies in Deciding Whether to Institute Anti-Fraternization Policies
• SEC Proposes Changes to Requirements for Shareholder Proposals in Proxy Statements
• Proxy Advisory Firms — The SEC Drops the Other Shoe
• Sciabacucchi v. Salzberg
• Selected Issues for Boards of Directors in 2019
• SEC Guidance on Audit Committees of Brazilian Issuers

Disclosure and SEC Reporting

• SEC Resource Extraction Payments Final Rule – Are We Having Fun Yet?
• SEC’s Proposed Amendments of Rule 701 and Form S-8
• SEC Adopts Major Changes to MD&A and Related Requirements
• Guide 3 Requirements for Banking Registrants Codified
• SEC Adjusts Disclosure Requirements for Public Companies
• Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?
• COVID-19 in Q2 Reporting – What the SEC is Looking For
• New SEC Rules on Financial Disclosures for Acquisitions and Dispositions
• First Quarter Earnings and COVID-19 – SEC Officials Ask for More
• New SEC Coronavirus Actions: Extended Conditional Relief for Filing Deadlines, New Disclosure Guidance, Temporary Relief for EDGAR Form ID Applications
• Leading Disclosure Issues for U.S. Public Companies in the COVID-19 Era
• New SEC Rules on Guaranteed and Collateralized Securities
• SEC Maintains the Status Quo on Climate Change Disclosures
• SEC Proposes Major Changes to MD&A and Related Requirements
• SEC Issues Guidance for Key Performance Metrics in MD&A
• SEC Resource Extraction Payments Rule – Third Time’s the Charm?
• Preparing An Annual Report on Form 20-F – Guide for 2020
• SEC Brings Settled Action Against Mylan N.V. for Alleged Failure to Disclose Government Investigation
• The SEC’s Latest Disclosure Simplification Proposal
• Supreme Court Invalidates the Requirement to Show “Substantial Competitive Harm” to Protect Private-Party Confidential Information Under FOIA Exemption 4
• SEC Proposes Amendments to Rules on Financial Disclosures for Acquisitions and Dispositions
• SEC Simplifies Some Disclosure Requirements for Public Companies
• SEC Sanctions ADT Over Non-GAAP Financial Measures in Earnings Releases
• SEC Adopts Final Hedging Disclosure Rule
• Quarterly Reporting – What’s Next?
• SEC Adopts New Rules for Mining Disclosure
• Untangling the Tangled Web of Cybersecurity Disclosure Requirements: A Practical Guide
• Yahoo’s Successor Settles First-Ever Case Involving SEC Charges for Failing to Disclose a Cybersecurity Incident
• SEC Issues Interpretive Release on Cybersecurity Disclosure
• SEC Approval of PCAOB Standard Sets Stage for Significant Changes in Audit Reports
• SEC Proposes to Modernize and Simplify Disclosure Requirements for Public Companies
• SEC Clarifies what Financial Information Companies Can Omit from Draft Registration Statements
• The New SEC Policy on Confidential Review of Registration Statements
• New PCAOB Standard Will Mean Big Changes in Audit Report
• New SEC Statement Gives Partial Relief Under Conflict Minerals Rule

Financial Reporting and Audit

• Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?
• New SEC Rules on Financial Disclosures for Acquisitions and Dispositions
• New SEC Rules on Guaranteed and Collateralized Securities
• SEC Proposes Amendments to Rules on Financial Disclosures for Acquisitions and Dispositions
• SEC Announces Enforcement Cases on Public Company Internal Controls
• Selected Issues for Boards of Directors in 2019
• SEC Sanctions ADT Over Non-GAAP Financial Measures in Earnings Releases
• SEC Guidance on Audit Committees of Brazilian Issuers
• Potential SEC Inquiry: Improper Rounding Up of EPS
• SEC Approval of PCAOB Standard Sets Stage for Significant Changes in Audit Reports
• SEC Clarifies what Financial Information Companies Can Omit from Draft Registration Statements
• New PCAOB Standard Will Mean Big Changes in Audit Report

Foreign Private Issuers

• Preparing An Annual Report on Form 20-F – Guide for 2021
• Proposed SEC Rule 144 Amendments Would Increase Transparency of Trading by Affiliates of Foreign Private Issuers
• The SEC Roundtable on ‘Emerging Markets, Including China’
• The Latest in the Toshiba Securities Litigation: Perils for Foreign Issuers
• Preparing An Annual Report on Form 20-F – Guide for 2020
• SEC Continues to Bring Actions Against ADR Lenders For Use of Uncovered Pre-Released ADRs
• SEC Guidance on Audit Committees of Brazilian Issuers
• SEC Adopts New Rules for Mining Disclosure
• Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs and Rejects Second Circuit’s Parkcentral Decision
• SEC Announces XBRL Taxonomy for Foreign Private Issuers Reporting under IFRS

Large Holder Considerations

• Proposed SEC Rule 144 Amendments Would Increase Transparency of Trading by Affiliates of Foreign Private Issuers
• SEC Proposes a Significant Change in Reporting by Institutional Investors

Liability Management

•  Ninth Circuit Holds That Section 14(e) of the Exchange Act Requires a Showing of Mere Negligence, Not Scienter

Registered Offerings

• SPAC Sponsors Beware: The Rising Threat of Securities Liability
• Direct Listings 2.0 – Primary Direct Listings
• SEC Expands Ability to “Test the Waters” to All Issuers
• SEC Expands on Its Digital Asset Guidance: At Inception, (Nearly) Every New Token Is a Security
• SEC Clarifies what Financial Information Companies Can Omit from Draft Registration Statements
• The New SEC Policy on Confidential Review of Registration Statements

Securities Litigation

• Second Circuit Provides Guidance on Identifying “Predominantly Foreign” Transactions that are Outside the Scope of the Federal Securities Laws
• 2020 Developments in Securities and M&A Litigation
• SPAC Sponsors Beware: The Rising Threat of Securities Liability
• SDNY Decision Shows the PSLRA’s Protections Remain Strong For Chinese Issuers
• Supreme Court Upholds, with Limits, the SEC’s Authority to Seek Disgorgement
• Second Circuit Reaffirms Stringent Standard For Pleading Corporate Scienter in Securities Fraud Class Actions
• Recent New York Decision Highlights Challenges Plaintiffs Will Face in Proving Loss Causation for Securities Fraud Cases Brought Following a Crisis
• SDNY Holds Syndicated Loans Are Not Securities, Rejecting Challenge That Threatened To Disrupt $2 Trillion Market During COVID-19 Crisis
• Slack’s Direct Listing - Court Allows Securities Act Claims Without Requiring Tracing
• Second Circuit Addresses Price-Maintenance Theory of Securities Fraud and Defendants’ Burden to Rebut Basic Presumption at Class Certification Stage
• Delaware Supreme Court Green Lights Federal-Forum Charter Provisions
• 2019 Developments in Securities and M&A Litigation
• The Latest in the Toshiba Securities Litigation: Perils for Foreign Issuers
• Second Circuit: Criminal Fraud Statutes Do Not Require Prosecutors to Show that Tippers in Insider-Trading Cases Received a “Personal Benefit”
• Second Circuit Affirms Applicability of Section 10(b)’s Heightened Pleading Standard on Wrongdoing Underlying Misstatement or Omission
• 2019 Mid-Year Developments in Securities and M&A Litigation
• Supreme Court Finds That Rule 10b-5’s “Scheme Liability” Provisions Reach Someone Who Deceptively Uses—But Does Not Make— False Statements of Another
• 2018 Developments in Securities and M&A Litigation
• Second Circuit Holds General Statements of Regulatory Compliance Cannot Sustain Securities Fraud Claim
• Tenth Circuit Affirms Ruling Allowing SEC to Bring Securities Fraud Claims Over Certain Foreign Transactions
• Sciabacucchi v. Salzberg
• Circuit Split on Morrison Application
• Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs
• Lorenzo v. SEC: Will the Supreme Court Further Curtail Rule 10b-5
• Ninth Circuit Holds That Section 14(e) of the Exchange Act Requires a Showing of Mere Negligence, Not Scienter
• U.S. Supreme Court Holds That Securities Act Class Actions May Be Brought in State Court
• 2017 Developments in Securities and M&A Litigation
• 2017 Securities and M&A Litigation Mid-Year Review
• Cleary Gottlieb Wins Supreme Court Ruling That Securities Act’s Statute of Repose Is Not Subject to Class-Action Tolling
• Supreme Court Applies Five-Year Statute of Limitations to SEC Disgorgement Claims
• District Judge Rules That Dodd-Frank Allows SEC to Bring Securities Fraud Claims Over Certain Foreign Transactions

Types of Securities: Debt

• Trends and Considerations for Secured Notes Offerings During COVID-19
• Tax Cuts & Jobs Act: Considerations for U.S. Debt Capital Markets

Types of Securities: Equity

• SPAC Sponsors Beware: The Rising Threat of Securities Liability
• Direct Listings 2.0 – Primary Direct Listings
• Tax Cuts & Jobs Act: Considerations for Equity Capital Markets
• SEC Clarifies what Financial Information Companies Can Omit from Draft Registration Statements
• The New SEC Policy on Confidential Review of Registration Statements

Unregistered Offerings

• Proposed SEC Rule 144 Amendments Would Increase Transparency of Trading by Affiliates of Foreign Private Issuers
• SEC Harmonizes Regulation and Improves Access to Capital in Private Markets
• SEC Expands the Accredited Investor Definition
• Trends and Considerations for Secured Notes Offerings During COVID-19
• SEC Proposal: Improving Access to Capital in Private Markets
• SEC Proposes Amendments to the Definition of Accredited Investor