Insights and Deal-Critical Recommendations from a Panel of UK/US M&A Experts The UK public takeover market has at times proved difficult to understand and a challenge to navigate particularly for foreign bidders.
Webcasts | September 22, 2015
Los Angeles partner Michael M. Farhang and Orange County associate Colin B. Davis are the authors of “Flawed Process Results in Flawed Valuation Determination” [PDF] published on September 16, 2015 by Delaware Business Court Insider.
Article | September 16, 2015
Munich partner Markus Nauheim is the author of "The Heat is on: Update on Shareholder Activism in Germany" [PDF] published on September 3, 2015 by Business Law Magazine.
Article | September 3, 2015
This Client Alert provides an update on shareholder activism activity involving publicly traded domestic companies during the first half of 2015. At the midway point of 2015, shareholder activism shows no signs of slowing.
Client Alert | August 10, 2015
The Autorité des marchés financiers (French financial markets authority) (the "AMF") recently released new rules advocating prior shareholder consultation with respect to major asset disposals by French listed issuers.
Client Alert | July 29, 2015
On July 2, 2015, in Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision that Opportunity Partnership L.P.
Client Alert | July 16, 2015
San Francisco partner Brian Lutz and New York associate Jessica Sommer are the authors of “Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’” [PDF] published on July 15, 2015 by the Delaware Business Court Insider.
Article | July 15, 2015
Although a country's criminal laws typically apply to entities and individuals within that country, the long arm of US anti-corruption legislation can apply to non-U.S.
Client Alert | July 7, 2015
Brussels associates Pablo Figueroa and Alejandro Guerrero are the authors of "EU Merger Control in the Pharmaceutical Sector" [PDF] published in the July 2015 issue of The Merger Control Review.
Client Alert | July 1, 2015
Washington, D.C. partners Joseph West and Judith Lee, New York partner Jose Fernandez, and Washington, D.C. staff attorney Andrea F. Farr are the authors of "A Dealmaker's Guide to National Security Implications of Foreign Investment in U.S.
Article | June 30, 2015
On June 24, 2015, in a highly anticipated move, the State of Delaware enacted legislation that (1) allows corporations to require that internal corporate claims be brought in the courts of Delaware while also prohibiting the use of any other jurisdiction as the exclusive jurisdiction and (2) prohibits stock corporations from including fee-shifting provisions for internal corporate claims in their certificates of incorporation or bylaws.
Client Alert | June 26, 2015
Dallas corporate partner Robert Little is the author of "Attorney-Client Privilege Issues in M&A Work" [PDF] published in the Texas Lawyer on June 8, 2015.
Article | June 8, 2015
On May 28, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an opinion clarifying and strengthening the rights of a former director and officer to receive mandatory advancement under a corporation's charter.
Client Alert | June 1, 2015
On May 14, 2015, the Delaware Supreme Court reversed two rulings by the Court of Chancery and held that a "plaintiff seeking only monetary damages must plead non-exculpated claims against a director who is protected by an exculpatory charter provision to survive a motion to dismiss, regardless of the underlying standard of review for the board's conduct--be it Revlon, Unocal, the entire fairness standard, or the business judgment rule." In re Cornerstone Therapeutics Inc.
Client Alert | May 19, 2015
The Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.
Client Alert | May 15, 2015
The Delaware Court of Chancery's endorsement of exclusive forum bylaws--bylaw provisions establishing that certain types of lawsuits relating to internal corporate governance matters may only be pursued in a designated forum--has led to the extensive use of these bylaws as a way to manage the litigation that commonly accompanies public mergers and similar transactions. In particular, following the decision in City of Providence v.
Client Alert | May 4, 2015
On April 20, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion reviewing actions taken by a committee of the general partner of a master limited partnership (an "MLP") whose only relevant obligation was to act in subjective good faith.
Client Alert | April 23, 2015
The new UAE Commercial Companies Law ("New CCL") will come into effect in the next 3 months. Here is a list of 10 things you need to know about the New CCL.
Client Alert | April 7, 2015
San Francisco associates Sean Sullivan, Todd Trattner and Orange County associate Cem Surmeli are the authors of "Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework" [PDF] published in the March 2015 issue of Insights.
Article | March 31, 2015
In private company transactions, dealmakers often spend significant amounts of time talking about how to treat the cash held by an acquisition target. For example, if the buyer and the seller are negotiating price on the assumption that the target will be sold on a cash-free, debt-free basis, how does the purchase price get adjusted for cash that the target continues to hold at the time of closing? If the deal includes a working capital adjustment, how will cash and cash equivalents be taken into account? What are the procedures for measuring how much cash the target holds at closing? In cross-border deals, the issues about how to deal with target cash often become significantly more complex. Businesses that operate around the world may have cash in seve
Client Alert | March 16, 2015
The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.
Client Alert | March 11, 2015
In keeping with the explosive growth of regulatory oversight of business activities over the past decade, including in areas such as criminal cartel enforcement, antitrust and competition enforcers around the world have continued to closely scrutinize the competitive consequences of mergers and acquisitions.
Client Alert | March 11, 2015
The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.
Client Alert | March 11, 2015
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