New York partner Rashida La Lande is the author of "How To Choose The Right Form Of Joint Venture" [PDF] published by Law360 on February 4, 2014 at www.law360.com.
Client Alert | February 4, 2014
Happy New Year! The Winter 2014 Edition of the Gibson Dunn M&A Report offers crucial insights for M&A professionals that you won't want to miss, including:How do you help ensure the dispute resolution provisions in yourM&A agreements don't actually create more problems than they solve?What are the latest hot-button issues in private M&A agreementsand how should they be addressed?What do companies in the retail sector need to know about shareholder activists?What are the latest M&A developments in China?
Client Alert | February 3, 2014
On December 31, 2013, in Newco Energy v. Energytec, Inc. (In re Energytec, Inc), the Fifth Circuit ruled that certain rights connected to a gas pipeline--in particular, the right to receive a "transportation fee" based on gas throughput and the requirement that the recipient of the transportation fee consent to any assignment of interests in the pipeline--were covenants running with the land under Texas law.
Client Alert | February 3, 2014
On 12 November 2013, the European Securities and Markets Authority ("ESMA") published a long-awaited statement setting out guidance for investors on shareholder co-operation and "acting in concert" under the European Directive 2004/25/ac on Takeover Bids ("TBD").
Client Alert | January 28, 2014
The Federal Trade Commission has released its annual adjustments to the Hart-Scott-Rodino Act (HSR) jurisdictional thresholds and the various exemption thresholds in the HSR rules. All dollar amounts that are subject to annual indexing will increase by nearly 7% over the current adjusted thresholds for transactions closing on or after February 24, 2014. In addition, the FTC announced revised jurisdictional thresholds under Section 8 of the Clayton Act, which prohibits certain director and management interlocks between competitors. The new thresholds will be effective until around the same time next year. The new minimum size-of-transaction filing threshold under HSR will be $75.9 million (increased from the current $70.9 million adjusted threshold).
Client Alert | January 24, 2014
New York partner Rashida La Lande is the author of "The Key Benefits Of Forming A Joint Venture" [PDF] published by Law360 on January 21, 2014 at www.law360.com.
Client Alert | January 21, 2014
Dallas partner Rob Little and associate Caitlin Calloway are the authors of "Top Five M&A Lessons From Delaware Courts in 2013" [PDF] published in the January 21, 2014 issue of the Delaware Business Court Insider.
Client Alert | January 21, 2014
Pursuant to a notification dated November 12, 2013 and a subsequent circular dated January 9, 2014 ("RBI Notification"), the Reserve Bank of India ("RBI") has legalized the use of call options and put options as an exit mechanism for foreign investors.
Client Alert | January 16, 2014
As M&A activity continues to recover from the depths of the global financial crisis, it is timely that the first webcast in our series entitled "Global Mergers & Acquisitions: Key Developments and Trends" focuses on effective cross-border deal planning and management.
Webcasts | January 16, 2014
Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.
Client Alert | January 15, 2014
New York partner Rashida La Lande is the author of "Negotiating Joint-Venture Management Provisions: A Primer" [PDF] published by Law360 on January 14, 2014 at www.law360.com.
Client Alert | January 14, 2014
Since his inauguration in December 2012, Mexico’s President Enrique Peña Nieto has moved to liberalize and strengthen his country’s economy, with an emphasis on telecommunications, tax and financial reforms.
Client Alert | January 9, 2014
The South African government may well have been surprised when Italian mining companies launched legal action challenging mining legislation aimed at addressing certain historical injustices in South African society - measures that were taken to promote human rights.
Client Alert | January 8, 2014
M&A transactions are still very high on the agenda of companies and investors. Every transaction has its specific characteristics, but some questions occur in practice more often.
Webcasts | December 2, 2013
Dallas partner Robert Little, Orange County partner James Moloney and Dallas associate Anthony Shoemaker are the authors of “New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions” [PDF], published in the November-December 2013 issue of Deal Lawyers.
Client Alert | November 1, 2013
London and Dubai partners Mitri Najjar and Hardeep Plahe are the authors of "Investing in the UAE", October 2013.____________________© 2013 Gibson, Dunn & Crutcher LLP. Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.
Client Alert | October 31, 2013
London and Dubai partners Mitri Najjar and Hardeep Plahe are the authors of "Options for Business Activities in the UAE", October 2013. ____________________© 2013 Gibson, Dunn & Crutcher LLP. Attorney Advertising: The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.
Client Alert | October 31, 2013
Los Angeles partner Michael Farhang and associate Aaron Bloom are co-authors of "Financial Due Diligence and the Specter of Fraud in the Private M&A Context" [PDF] published in the October 21, 2013 issue of Bloomberg/BNA’s Securities Law Daily Bulletin.
Client Alert | October 21, 2013
Dallas partner Robert Little and associate Jeff Henderson are the authors of “Guidance for Boards of Public Company M&A Targets” [PDF] published by Corporate Counsel on October 18, 2013.
Client Alert | October 18, 2013
Orange County partner Jim Moloney and associate Nicole Behesnilian are the authors of "Lock-Ups: When Can They Give Rise to “Affiliate” Status & Potentially Implicate Rule 13e-3?" [PDF] published in the September-October 2013 issue of Deal Lawyers.
Client Alert | September 13, 2013
The Government of India ("Government") has approved several amendments to India's consolidated foreign direct investment policy ("FDI Policy"). These amendments are effective as of August 22, 2013.
Client Alert | August 29, 2013
On August 8, 2013, India's upper house of Parliament passed the Companies Bill, 2012 ("Companies Bill"). The Companies Bill is a new legislation that is intended to replace the existing [Indian] Companies Act, 1956, as amended ("1956 Act") which currently governs Indian companies.
Client Alert | August 22, 2013
On 24 July 2013, the Code Committee of the UK Panel on Takeovers and Mergers (the Code Committee) published its Response Statement (RS 2012/1), following its consultation (PCP 2012/1) on proposals to amend the rules of the City Code on Takeovers and Mergers (the Code), the key changes relating to profit forecasts, quantified financial benefits statements and material changes in information.
Client Alert | July 30, 2013
The Summer 2013 edition of the Gibson Dunn M&A Report contains timely information on several important M&A topics, including: Issues relating to sales of divisions and subsidiaries The renewed focus on the SEC's "unbundling" rulesPointers for golden parachute compensationInsights on important developments in M&A and corporate law in the UK To be directed to the M&A Report, click here: Gibson Dunn M&A Report - Summer 2013We hope you will find the Report useful.
Client Alert | July 22, 2013
On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of corporate bylaws, adopted by the boards of directors of Chevron Corporation and FedEx Corporation, that select Delaware as the exclusive forum for derivative suits and other litigation concerning the corporations' internal affairs. In an opinion captioned Boilermakers Local 154 Retirement Fund v.
Client Alert | June 28, 2013
New York partner Brian Lutz and associate Jeffrey Salomon are the authors of “Target Boards in Single-Bidder Context Given Guidance” [PDF] published in the June 19, 2013 issue of Delaware Business Court Insider.
Client Alert | June 19, 2013
The UK Court of Appeal recently held in the Belfairs Management case that a warranty in a sale and purchase agreement should be interpreted with regard to all of the background knowledge reasonably available to the parties at the time the agreement was entered into. The decision highlights the growing trend of the UK courts to adopt a more purposive, rather than a literal, approach to the interpretation of contracts under English law in order to give effect to the commercial intentions of the parties where the facts underlying the dispute clearly support such an interpretation and where those commercial intentions are clear. This alert provides a short summary of the facts of the Belfairs Management case, as well as a discussion of the potential implications of the decision
Client Alert | June 17, 2013
On June 7, 2013, the German parliament finally gave its consent for the 8th Amendment of the German Act against Restraints of Competition ("ARC").
Client Alert | June 14, 2013
As you may know, the UK rules governing the takeover of public companies have been recently updated (see Gibson Dunn's May 17, 2013, Alert). This follows a review after the significant update to those rules introduced in September 2011 (see Gibson Dunn's November 28, 2011, Alert), and which has meant that both bidders and targets in public deals need to be more prepared than they may have been in the past.
Client Alert | June 7, 2013
On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, such transactions will be reviewed under the deferential business judgment rule standard, rather than the exacting entire fairness standard.
Client Alert | May 31, 2013
This alert provides a brief summary of recent updates to the UK's City Code on Takeovers and Mergers (the "Code"), the primary rule book governing the regulation of takeovers in the UK, and in particular those relating to the categories of companies that are subject to the Code, as well as certain issues affecting the trustees of offeree companies' defined-benefit pension schemes.
Client Alert | May 17, 2013
Dallas partner Robert Little and associate Steven Schaefer are the authors of “A Checklist for the Early Stages of an M&A Transaction” [PDF] published in Texas Lawyer on May 13, 2013.
Client Alert | May 13, 2013
Dallas partner Robert Little and associate Caitlin Peterson are the authors of “How Would Delaware Courts Treat Fiduciary-Out Provisions?” [PDF] published in the April 17, 2013 issue of the Delaware Business Court Insider.
Client Alert | April 17, 2013
The current legal regime which applies to the assessment of technology transfer arrangements under EU antitrust rules is about to undergo some significant changes by this time next year.
Client Alert | April 1, 2013
On 13 March 2013, it was announced that Philips Electronics and Funai Electric have lodged the first application for merger control review with the supra-national COMESA Competition Commission (CCC), since the vesting of merger review powers in that body in January this year. Practitioners hope that this review, which in many ways can be seen as a test case, will help clarify several key aspects of COMESA's newly introduced merger control practices and procedures.The COMESA Competition Commission COMESA is the Common Market for Eastern and Southern Africa. It was formed in 1994 with a view to promoting economic development, as well as peace and security in the region. Currently it comprises 19 member states.
Client Alert | March 29, 2013
Our 2012 Antitrust Merger Enforcement Update and Outlook reported on a number of emerging trends and initiatives by antitrust enforcers around the world.
Client Alert | March 21, 2013
On February 28, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Chancery Court issued a rare bench ruling rejecting a disclosure-only, negotiated settlement of an M&A stockholder lawsuit.
Client Alert | March 18, 2013
This alert provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders' rights to require companies to hold general meetings, (iii) shareholders' rights to propose resolutions at annual general meetings and (iv) recent developments in these and related areas.
Client Alert | March 15, 2013
On February 22, 2013, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch.
Client Alert | March 1, 2013
New York partners Brian Gingold and Eduardo Gallardo, and associate Stephenie Gosnell Handler are the authors of “In re Novell: Directors’ Bad Faith in a Sale Process” [PDF] published in the Delaware Business Court Insider on February 20, 2013.
Client Alert | February 20, 2013
Please find the Winter 2013 edition of the Gibson Dunn M&A Report Here. This edition of the Report contains timely information on several important M&A topics, including trends in public merger agreement no-shop and fiduciary out provisions, the latest on shareholder activism, suggestions for dealing with the fall-out from stock drops, and insights on important recent Delaware court pronouncements.
Client Alert | February 19, 2013
Dubai partner Hardeep Plahe and Brussels associate Alejandro Guerrero are the authors of “Changing of the guard” [PDF] published in the February 19, 2013 issue of Competition Law Insight.
Client Alert | February 19, 2013
Dubai partners Hardeep Plahe and Chézard Ameer are the authors of "New Investment Funds Regulations for the UAE" [PDF].
Client Alert | February 1, 2013
On October 23, 2012, the United Arab Emirates enacted its Federal Competition Law (Federal Law No. (4) of 2012) ("FCL"), which laid down new rules on anti-competitive agreements, merger control and abuse of dominance.
Client Alert | January 18, 2013
In retrospect, 2012 likely will be remembered as another year of manifold challenges in the Eurozone and of slow consolidation rather than one of fundamental reform or renaissance.
Client Alert | January 10, 2013
Dallas partner Robert Little and associate Chris Babcock are the authors of “Walking the High Wire: Guidelines for Board of Director Designees Of Private Equity Funds, Activist Stockholders and Other Investors” [PDF] published in the December 10, 2012 issue of Bloomberg/BNA's Securities Regulation & Law Report.
Client Alert | December 10, 2012
On November 27, 2012, Vice Chancellor Travis Laster of the Court of Chancery of the State of Delaware issued a bench ruling enjoining the enforcement of a "Don't Ask, Don't Waive" provision in a standstill agreement.
Client Alert | December 3, 2012
After a period of intense political wrangling and lengthy delays, on 2 November 2012 the President of Myanmar signed into effect a new foreign investment law (the FIL) to replace the previous foreign investment law enacted in 1988. The new FIL comes at a time of momentous political and economic change within Myanmar that has seen the country move at an unprecedented pace in rejoining the international community after decades of isolation. Following is a summary of the key provisions of the FIL based on an unofficial translation made available to us, concluding with a brief assessment of the reception the law has received in the foreign investment community.Pertinent AuthoritiesThe FIL designates the Myanmar Investment Commission (the MIC) as the principal government organ for a
Client Alert | November 20, 2012
On September 25, 2012, Vice Chancellor Travis Laster of the Court of Chancery of the State of Delaware dismissed the derivative complaint in South v. Baker, C.A.
Client Alert | October 2, 2012
The Government of India ("Indian Government") has approved a number of significant amendments to India's foreign direct investment ("FDI") policy in a variety of sectors including aviation, broadcasting, power and retail.
Client Alert | October 1, 2012