On May 19, 2026, the Securities and Exchange Commission (SEC) proposed amendments in a “Registered Offering Reform” package (the Proposal) that would make it significantly easier for public companies to raise capital through registered offerings of securities. Notably, among other changes, the Proposal would exempt all registered public offerings, including those for non-exchange traded products
Cleary Gottlieb Steen & Hamilton LLP Blogs
Latest from Cleary Gottlieb Steen & Hamilton LLP
Trump Administration Begins to Implement New Cuba Secondary Sanctions Regime Targeting Business With Cuba
Over the past few weeks, the Trump administration marked the latest phase in its escalation of sanctions against Cuba, the subject of the longest running U.S. sanctions program. On May 1, 2026, President Trump issued Executive Order (E.O.) 14404, establishing a new secondary sanctions regime that authorizes the imposition of sanctions on companies, individuals, and
Deny With Care: SEC Rescinds Settlement “Gag Rule,” Creating Risks and Opportunities for Settling Defendants
Yesterday, the Securities and Exchange Commission rescinded its so-called “gag rule,” which for fifty years had prohibited a settling defendant from publicly denying the allegations in a settled SEC Enforcement action.[1] The policy shift has received significant media attention, but we believe it will have little effect on the experience of most individuals and
New Draft EC Merger Guidelines – Learnings & Implications
The European Commission (EC) has published a draft of its long-awaited revision of the Merger Guidelines (Draft Guidelines), combining the 2004 Horizontal Merger Guidelines and 2008 Non-Horizontal Merger Guidelines into a single document that is organized around different theories of harm and endeavors to achieve five principal objectives: (1) to take account of the Draghi
DoD Proposes Expanding Foreign Ownership Screening Beyond Classified Contracts
On May 7, 2026, the U.S. Department of Defense (DoD) published a proposed rule (the Proposed Rule) that would, for the first time, require companies performing unclassified work for DoD to disclose whether they are subject to foreign ownership, control, or influence (FOCI), a screening process that historically has been required primarily for contractors with
New SEC Enforcement Director David Woodcock Outlines Enforcement Priorities, Including Focus on Financial Reporting and Private Funds
In his first public remarks, delivered just days into his tenure, SEC Enforcement Division Director David Woodcock announced that he will “provide hands-on leadership” to make sure SEC Enforcement investigators “focus on the fundamentals,” which he defined as “protecting investors and safeguarding markets from real harm.”[1] In announcing his “back-to-basics” approach, Woodcock gave top
Antitrust Review Episode 64: The EC’s Draft Merger Guidelines
In the latest episode of Cleary Gottlieb’s Antitrust Review podcast, host Nick Levy is joined by a panel of experts to discuss the EC’s draft Merger Guidelines. Sir Philip Lowe, Sir Jonathan Faull, Barbara Moens, Jorge Padilla, Ethel Fonseca, Kirsten Edwards-Warren, Enrique González-Díaz, Anita Magraner Oliver, and Chris Cook discuss a wide array of topics,
EC Publishes 2025 Competition Policy Report
On May 5, 2026, the European Commission (the Commission) published its 2025 Report on Competition Policy (the Report). The Report highlights initiatives undertaken during Commissioner Ribera’s first year in office and provides an indication of the direction of enforcement in the coming years. Six takeaways may be identified:
Antitrust Review Episode 63: In Conversation With Sarah Cardell
In the latest instalment of Cleary Gottlieb’s Antitrust Review podcast, host Nick Levy is joined by Sarah Cardell, Chief Executive of the Competition and Markets Authority. Their conversation covers a wide array of topics, including the objectives of competition law, the UK Government’s strategic steer, merger control, antitrust enforcement, consumer protection, digital regulation, and much
EC Announces Wide-Ranging Reform of Merger Guidelines
Principal Changes and Implications
The European Commission today published a draft of its long-awaited revision of the Merger Guidelines, combining the 2004 Horizontal Merger Guidelines and the 2008 Non-Horizontal Merger Guidelines into a single document that takes account of the Draghi Report’s call for more dynamic, forward-looking merger control, acknowledges the benefits of scale, resilience,