Overview of major French law reforms in 2014 that may have a significant impact on M&A transactions. Topics Discussed Include: Part I – Corporate law: Focus on recent legal developments concerning:
Webcasts | March 6, 2015
Earlier this month, Venezuela announced a new free-floating exchange rate mechanism, which had the effect of massively devaluing Venezuela's bolivar currency.
Client Alert | February 25, 2015
Divest more assets, find a stronger buyer, and hire--at your expense--a monitor that will scrutinize every step of the divestiture process, or the antitrust agencies will challenge the transaction in court. That is increasingly the message that the leadership of the Department of Justice ("DOJ") and Federal Trade Commission ("FTC") are sending to merging parties seeking to clear the merger review process through a remedy.On February 6, 2015, Bill Baer, the Assistant Attorney General of the DOJ's Antitrust Division, affirmed that "taking a harder look at remedies" continues to be an ongoing DOJ focus. Mr. Baer described DOJ's willingness to 'litigate the fix', as the Department did in the American Airlines/US Airways and AB InBev/Grupo Model
Client Alert | February 12, 2015
San Francisco partner Brian Lutz is the author of "Delineating a board's duty to find the highest value" [PDF] published in the February 12, 2015 issue of the Daily Journal.
Article | February 12, 2015
A handful of developing economies have been, and will continue to be, a key driver of global growth. In the coming years, emerging markets are expected to grow two to three times faster than developed nations.
Webcasts | February 11, 2015
Spin-off transactions require a focused, intensive planning effort. The deal team must make decisions about how best to allocate businesses, assets and liabilities between the parent and the subsidiary that will be spun-off. It must address complex tax issues, securities law questions and accounting matters, as well as issues related to capital structure, financing and personnel matters. In addition, it must resolve a long list of governance issues, including questions about the composition of the spin-off company board, the importance of mechanisms for dealing with conflicts of interest and the desirability of robust takeover defenses. Transaction planners do not always give the governance issues high priority. They may assume that the spin-off company can si
Client Alert | February 5, 2015
The sale by companies of divisions or subsidiaries, commonly referred to as "business carve-out transactions," are some of the most complex and challenging M&A transactions.
Webcasts | February 5, 2015
On January 23, 2015, the Division of Corporation Finance of the SEC issued a no-action letter permitting issuers (or their parents or wholly-owned subsidiaries) to conduct five business day tender offers for any and all non-convertible debt securities when certain conditions were met.
Client Alert | February 3, 2015
Gibson, Dunn & Crutcher LLP is pleased to present its first year-end Activism Update reviewing shareholder activism involving U.S. public companies during 2014.
Client Alert | January 30, 2015
The Paris office of Gibson Dunn is pleased to provide this legal and regulatory update covering France for the second semester of 2014.
Client Alert | January 23, 2015
On January 19, 2015, the PRC Ministry of Commerce ("MOFCOM") published the draft Foreign Investment Law (the "Draft Law") for public comments, which is intended to replace the existing foreign investment related laws and regulations (the "Existing Laws") and introduce a more market-based regulatory regime for foreign investments into China.Current RegimeChina currently has three major pieces of legislation governing foreign investments: the Sino-Foreign Joint Venture Law passed in 1979 (the "Equity JV Law"), the Foreign Enterprise Law passed in 1986 (the "WFOE Law") and the Sino-Foreign Co-operative Joint Venture Law passed in 1988 (the "Co-operative JV Law"). A particular form of entity is allowed to be set up in Chin
Client Alert | January 23, 2015
Shareholder activism continues to dominate the corporate landscape and attract daily headlines in the financial press. And, as the pace of activism accelerates in 2015, a number of legal battles over the last two years between companies and activists has put in the spotlight the permissible scope and function of advance notice bylaws--a term that we broadly define for these purposes to cover bylaw provisions establishing timing, procedural and informational requirements for shareholders seeking to present director nominations and other business proposals to a shareholder vote.
Client Alert | January 22, 2015
On January 22, 2015, the Federal Energy Regulatory Commission (FERC) proposed significant changes to how it will review future electric utility merger applications.
Client Alert | January 22, 2015
THE BACKDROPIn May 2014, Pfizer Inc. made certain voluntary public statements in connection with its possible public takeover offer for AstraZeneca plc.
Client Alert | January 21, 2015
The past year marked the 25th anniversary of the fall of the Berlin Wall and probably the end of a European dream to continue to entertain smooth and peaceful cooperation with Russia.
Client Alert | January 9, 2015
On the 10 December, the new European Commission took its oath of independence before the European Court of Justice.
Client Alert | January 7, 2015
Dallas partner Robert Little is the author of "Looking Ahead: Expected Hot Buttons for M&A Negotiations in 2015" [PDF] published in the January 5, 2015 issue of the Bloomberg BNA Mergers & Acquisitions Law Report.
Article | January 5, 2015
On December 19, 2014, the Delaware Supreme Court issued a ruling reversing an order of the Court of Chancery granting a preliminary injunction that would have enjoined an agreed-to merger and required a mandatory post-signing 30-day go-shop period. In C&J Energy Services, Inc. v.
Client Alert | December 22, 2014
Spin-offs continue to be a prominent feature of the deal landscape; new transactions are announced on an almost weekly basis. For example, Barnes & Noble recently said that it plans to spin off its Nook business, eBay said that it would spin off PayPal, and Hewlett Packard announced that it would spin off its printer and computer business.
Client Alert | December 15, 2014
Munich partner Markus Nauheim is author of "A Safe Harbor for All" [PDF] published in the December 11, 2014 issue of the German Business Law Magazine.
Client Alert | December 11, 2014
On 1 December 2014, a bilateral cooperation agreement on competition matters, signed in May 2013, between the European Union (the "EU") and the Swiss Confederation came into force (the "Cooperation Agreement").
Client Alert | December 10, 2014
This fast-paced program explores the latest trends, structures, pitfalls and opportunities in M&A. The presentation will address pertinent topics including:
Webcasts | November 20, 2014
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions.
Client Alert | November 18, 2014
Planning for a successful joint venture requires keen navigational skills to avoid pitfalls and lay the groundwork for a smooth ongoing partnership.
Webcasts | October 16, 2014
The German Federal Cartel Office (FCO) published a revised guidance document on "Domestic Effects in Merger Control" which replaces the previous guidance document published in 1999.
Client Alert | October 9, 2014
The wealth of opportunities in emerging markets attracts a significant amount of foreign investment. Making investments in parts of Africa, Latin America, Asia and the former Soviet Union can pay off handsomely if successful. However, those same investments are often exposed to significant political risk.There are ways for investors in emerging markets to limit their exposure to such risk, and counsel can help to identify some of the more compelling options in this regard. Political risk insurance is one well-known option. Another option is to structure (or restructure) an investment, whether in a greenfield project or through an acquisition, to take advantage of the protections offered by a favorable investment treaty. It is the latter option that is the subj
Client Alert | October 6, 2014
Please join us for an informative presentation on the practical steps to prepare for and respond to shareholder activism. Topics include: Current trends in shareholder activism.
Webcasts | September 18, 2014
San Francisco partner Ryan Murr is the author of “Contingent Value Rights: A Middle Ground in M&A Boom” [PDF] published in the September 11, 2014 issue of the Daily Journal.
Client Alert | September 11, 2014
San Francisco partner Ryan Murr is the author of “Long-Term Outlook for M&A is More Modest” [PDF] published in the August 27, 2014 issue of the Daily Journal.
Client Alert | September 9, 2014
In two recent decisions written by Vice Chancellor Travis Laster, the Delaware Court of Chancery provided helpful judicial guidance on the application of the covenant of good faith in the context of related party transactions involving master limited partnerships (MLPs). In both decisions, the Court made clear that when dealing with limited partnerships, contractual terms control and that, once fiduciary duties are contractually eliminated as permitted by Delaware law, courts should not imply terms that would alter the contract or attempt to reconstruct outcomes that fiduciary duty analysis in the corporate setting would generate.An MLP is a publicly traded limited partnership with qualifying assets that is treated as a pass-through entity for federal income tax purposes.
Client Alert | August 11, 2014
While the first year of President Hollande's mandate has been focused on societal reforms (same-sex marriage, immigration, justice, reform of school timetables), his New Year's Address confirmed that the Government's efforts should concentrate on employment and growth for 2014. Pledges to cut public spending, reduce labor costs for businesses and lower taxes have been made.The current Administration is trying to place greater emphasis on social negotiation, which has been the case notably with the "responsibility pact" for business, entered into with French employers' associations. At the same time, faced with the duty to deal with certain controversial public debates, the French Administration has been pressed, in certain circumstances, to take urgent legislation (as
Client Alert | July 22, 2014
Pursuant to a circular dated July 15, 2014 and a notification ("RBI Notification"), the Reserve Bank of India ("RBI") has amended the pricing guidelines that are applicable for the issuance or transfer of equity shares, compulsorily convertible preference shares and compulsorily convertible debentures of unlisted Indian companies.
Client Alert | July 21, 2014
The following article written by Gibson Dunn partner Jose W.
Client Alert | July 15, 2014
Palo Alto partner Lisa Fontenot and San Francisco associate Daniel Mandel are the authors of "Beyond Six Sigma – Six Key Items to Address Before an Exit is Above the Horizon." [PDF]
Article | June 16, 2014
New York partner Brian Gingold and Dallas associate Chris Babcock are the authors of "Del. v. N.Y. Law in Determining Liability Under Acquisition Agreements" [PDF] published on June 11, 2014 by the Delaware Business Court Insider.
Client Alert | June 11, 2014
New York partner Lois Herzeca is the author of "Key Issues In The Global Game Of Luxury M&A" [PDF] published by Law360 on May 28, 2014 at www.law360.com.
Article | May 28, 2014
After a public consultation period of three months, the PRC State Administration of Foreign Exchange ("SAFE"), China's foreign exchange control authority, issued the Foreign Exchange Administration Rules on Cross-border Guarantees (the "New Rules") on May 19, 2014.
Client Alert | May 20, 2014
On May 14, 2014, the French government extended the blocking power of the French Ministry of Economy with respect to foreign investments regarding six new business sectors.
Client Alert | May 16, 2014
A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation. In ATP Tour, Inc.
Client Alert | May 13, 2014
The European Commission (the "Commission") has enacted a revised Block Exemption Regulation governing technology transfer agreements. The revised regime has been enacted following two prior consultation phases in 2011/2012 and in 2013 (the "Consultations") (cf.
Client Alert | April 30, 2014
In an effort to further liberalize the approval regime for outbound investments by Chinese companies, the National Development and Reform Commission ("NDRC"), China's top economic planner, issued the Administrative Measures for Verification and Filing of Outbound Investment Projects (the "New Rules") on April 8, 2014. The Administrative Rules will take effect on May 8, 2014 and are expected to lead to more M&A activities by Chinese companies outside of China. Delegation of AuthorityOutbound investments by Chinese companies require government approval. The approvals are granted by either the central or the local governments, depending primarily on the amount of funds involved in a particular investment. Under the existing rules, for
Client Alert | April 18, 2014
New York partner Aric Wu and associate Jefferson Bell are the authors of "Entire Fairness Revlon Standards When Control Group Is Involved" [PDF] published by the Delaware Business Court Insider on April 16, 2014.
Client Alert | April 16, 2014
On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a "market check" as well as required proxy disclosures to stockholders in M&A transactions.
Client Alert | April 14, 2014
On April 9, 2014, the Department of Defense ("DoD") issued an interim final rule creating a new section of the Code of Federal Regulations ("CFR") covering the National Industrial Security Program ("NISP"). These new regulations are solely focused on the Defense Security Service's ("DSS") evaluation of foreign ownership, control, or influence ("FOCI").
Client Alert | April 11, 2014
On March 27, 2014, Vice Chancellor Parsons of the Delaware Court of Chancery issued an opinion that provides valuable guidance for M&A practitioners drafting or complying with contractual provisions governing indemnification for third party claims. In I/MX Information Management Solutions, Inc.
Client Alert | April 8, 2014
The rapidly changing landscape in UK and the rest of Europe & Lessons Learned from the US "There has never been a better time than today for activist investing"
Webcasts | April 8, 2014
Over the past year, merger enforcement has continued to be a top priority for antitrust and competition authorities around the world. In the United States, there is new leadership at the helm of the Federal Trade Commission ("FTC") and Department of Justice, Antitrust Division ("DOJ").
Client Alert | March 21, 2014
Acquisition agreements typically contain provisions purporting to set the period in which the parties can make post-closing claims arising under the agreement. For example, an agreement might provide that most representations and warranties "survive" for one year after the closing, while claims for breaches of certain "fundamental" representations and warranties "survive" indefinitely or forever. Although practitioners typically draft these so-called "contractual survival provisions" without reference to applicable laws, such laws, and in particular laws concerning the statute of limitations, can have a significant effect on how courts will interpret such provisions. We examine below how the laws of Delaware can affect contractual s
Client Alert | March 20, 2014
On March 14, 2014, the Supreme Court of Delaware handed down an important decision in Kahn, et al., v. M&F Worldwide Corp., et al., No. 334, 2013 (Del.
Client Alert | March 17, 2014
Gibson Dunn's leading practitioners and special guests review the current landscape of mergers and acquisitions and discuss key developments and trends shaping the global market.
Webcasts | March 6, 2014