Cravath, Swaine & Moore LLP has released its latest Quarterly Review on February 13, 2026, offering analysis of recent trends and developments in mergers and acquisitions (M&A), shareholder activism, tax, regulatory issues, and corporate governance.
The review highlights several key topics in the M&A sector. It examines why buyers are increasingly relying on state law when acquiring distressed assets. The report also reviews important Delaware case law regarding executive compensation packages sometimes referred to as “moonshot” CEO compensation, the potential liability for buyers accused of aiding and abetting wrongdoing, and how personal misconduct relates to fiduciary duties.
In the area of activism, the publication notes that activist creditors are more frequently using “cooperation agreements” to gain leverage during negotiations.
On tax matters, Cravath discusses new final regulations that have narrowed the scope of certain excise taxes.
Regulatory updates include a look at how both the Department of Justice (DOJ) and Federal Trade Commission (FTC) continue to accept remedies in settlements but have faced increased scrutiny over some agreements. The review also covers aspects of the administration’s national security strategy and outlines details about a comprehensive outbound investment security program. Additionally, it addresses DOJ export controls related to data as well as new cybersecurity regulations in California that require companies to prepare for compliance.
For corporate governance issues, Cravath reports that proxy advisors are under increasing pressure while recent actions by the Securities and Exchange Commission (SEC) have significantly simplified procedures for excluding shareholder proposals from ballots.
“Please click here to read the full report.”