James J. Moloney is a partner and Co-Chair of the firm's  Securities Regulation and Corporate Governance Practice Group  and is resident in the Orange County office of Gibson Dunn.  He is also a member of the firm's Corporate Transactions Practice Group focusing primarily on securities, mergers and acquisitions, friendly and hostile tender offers, proxy contests, going-private transactions, and general corporate matters.

Mr. Moloney was with the Securities & Exchange Commission in Washington, D.C. for six years before joining Gibson Dunn in June 2000.  He served his last three years at the Commission as Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance.  In addition to reviewing merger transactions, Mr. Moloney was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in October 1999.

Mr. Moloney advises a range of listed companies on reporting and other obligations under the securities laws, establishment of corporate compliance programs, and compliance with corporate governance standards under the securities laws and stock exchange rules. He has advised companies in connection with SEC and other U.S. regulatory investigations, and stock exchange proceedings, and works closely with partners in the firm’s Litigation Practice Group on securities-related lawsuits and investigations.
 
In the cross-border M&A arena, Mr. Moloney has been involved in cross-border tender offers, exchange offers and going private transactions. He has advised bidders as well as targets, and major shareholders of targets, on the registration, disclosure and reporting obligations under the securities laws arising from such transactions.

Mr. Moloney has authored a number of no-action requests to the SEC. He oversees the preparation of firm memoranda on securities law and corporate governance issues. Mr. Moloney is a frequent contributor to professional journals and other publications and regularly serves as a panelist for presentations and seminars on a range of corporate governance and securities law topics.

In 1998, Mr. Moloney received his LL.M. degree in securities regulation with distinction from the Georgetown University Law Center.  He received his J.D. degree cum laude from Pepperdine University in 1994 where he was an editor of The Pepperdine Law Review .  In 1992, Mr. Moloney served as a judicial extern for Justice Armand Arabian at the California Supreme Court in San Francisco.  He received his B.S. degree in business administration from Boston University in 1989. 

Mr. Moloney has been a member of the California Bar since 1994.  He serves as the Chair of Proxy Statements and Business Combinations Subcommittee for the American Bar Association.  In addition, he is a board member of the Center for Corporate Reporting and Governance at Cal State Fullerton.

Representative Transactions:

• Advised committees of independent directors, as well as individual directors, in connection with internal corporate investigations related to potential stock option back-dating matters;
• Proxy contests involving Ashworth, Inc., Arguss Communications, Inc., Atlantic Coast Airlines, Maxwell Shoe Company, Inc., Nabi Biopharmaceuticals, Parlux Fragrances, Inc. and Tenet Healthcare, Inc.;
• Debt tender offers by Avnet, Inc., Charter Communications, Inc., Coast Hotels & Casinos, Standard Pacific and Tyco International ;
• Issuer and Dutch-auction tender offers by Aftermarket Technology Corp., Celanese Corp., Document Sciences Corp., Integral Systems, Inc., Jack in the Box Inc., TNS, Inc. and Watson Wyatt & Company ;
• Going-private and leveraged buyout transactions involving Herbalife International, Inc., Indigo, N.V., Jenny Craig,, Inc., PanAmSat Corporation, United Mortgage Trust and Worldwide Restaurant Concepts, Inc. ;
• Numerous accelerated share repurchase (ASB) programs, as well as traditional open market repurchase programs, for clients such as Apria Healthcare; Cardinal Health Inc., Computer Sciences Corporation; Del Monte Foods Company Dresser-Rand Group, Intel Corporation and Tween Brands, Inc. ;
• Represented the special committee of independent directors of Mossimo, Inc. in connection with founder, Mossimo Giannulli’s proposed leveraged buyout that ultimately led to Iconix Brand Group’s $120 million acquisition of Mossimo, Inc.;
• Represented the special committee of independent directors of WilTel Communications Group, Inc. in connection with Leucadia National Corporation’s acquisition of the publicly-held minority interest in WilTel not owned by Leucadia;
• St. Jude Medical ’s $1.3 billion all-cash tender offer for Advanced Neuromodulation Systems, Inc.;
• Fleetwood Enterprises, Inc. exchange offer of $375 million new convertible trust preferred securities plus cash for existing convertible trust preferred securities;
• Fleetwood Enterprises, Inc. primary offering of $100 million of convertible senior subordinated debentures;
• Fleetwood Enterprises, Inc . direct public equity placement of $71 million in common stock;
• Allergan, Inc. ’s $3.4 billion acquisition of Inamed Corporation;
• Advised PeopleSoft Inc. in connection with Oracle Corp.’s unsolicited takeover attempt that ultimately led to a $10.3 billion stock and cash acquisition 18 months later;
• Northrop Grumman Corporation ’s $7.8 billion acquisition of TRW, Inc.;
• Northrop Grumman Corporation ’s $5.1 billion acquisition of Litton Industries Inc.; and
• Computer Sciences Corp. ’s $900 million all-cash tender offer for Mynd Corporation.