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
The Government of India ("Indian Government") has approved a number of far-reaching amendments to India's foreign direct investment ("FDI") policy in the retail sector through the issuance of Press Note 4 of 2012 and Press Note 5 of 2012, each dated September 20, 2012.
Client Alert | September 28, 2012
On August 24, 2012, in the case of Fillpoint, LLC v. Maas, a California appellate court issued an opinion reinforcing both California's general public policy against covenants not to compete and the important exceptions to that rule. While California Business and Professions Code § 16600 generally declares void any covenant that restrains an individual from engaging in a lawful profession, trade or business, § 16601 provides an exception to this rule for covenants executed in connection with the sale of a business. The Fillpoint case instructs that, to qualify for § 16601's sale-of-business exception, employers must thoroughly document and tether any non-compete covenant to the sale of a business.Fillpoint: Factual Background.In Fillpoint, Michael Maas worked
Client Alert | September 20, 2012
Early in the discussions about whether and how to form a joint venture -- perhaps as the very first significant issue to be resolved -- the potential joint venture partners will try to agree on the scope of the venture's business. That definition is usually embodied in one or more of the venture agreements, and may circumscribe the nature of the venture's business, potential future lines of business into which the venture may expand, geographic areas in which the venture will or may operate, and how deviations from the venture's scope will be determined and approved by the venture partners. As partners negotiate the scope of the venture's business, they also need to focus on the key corollary provisions of the venture arrangement impacted by the agreed-upon scope. T
Client Alert | September 12, 2012
The European Court of Justice ("ECJ") has ruled that cross-border migration by way of converting into a company format subject to the laws of a different EU member state is protected and permitted by overriding EU law even in cases where the national laws of the two countries in question do not provide for such a possibility.I. The Decision of the ECJ in the VALE-CaseIn its judgment of July 12, 2012 (Case C-378/10, VALE Építési kft), the ECJ has answered one of the last open, fundamental questions of cross-border movement of European companies among EU member states.
Client Alert | September 7, 2012
New York partner Glenn Pollner is the author of "The JOBS Act: What It Means for Capital Markets Practices and Capital-Raising Strategies" [PDF] appearing as a chapter in the 2012 Edition of Aspatore's Inside the Minds: Recent Developments in Securities Law.
Client Alert | September 1, 2012
New York partner Eduardo Gallardo is the author of "An Expert's View" [PDF] published in the September 2012 issue of PLC's Practical Law The Journal.
Client Alert | September 1, 2012
The Government of India ("Government") has revised its policy in relation to downstream investments by banking companies incorporated in India that are owned and/or controlled by non-residents or non-resident entities ("Revised FDI Policy").
Client Alert | August 13, 2012
On July 11, 2012, the German Federal Constitutional Court (Bundesverfassungsgericht -- BVerfG) released an important judgment concerning the conditions of a delisting of a public company from the regulated market in Germany.
Client Alert | July 24, 2012
Dallas partner Robert Little and associate Travis Souza are the authors of "Covering the Bases: When it comes to making representations and warranties, timing can be everything" [PDF] published in The Deal on July 16, 2012.
Client Alert | July 16, 2012
Dallas partner Robert Little is the author of "Ins and Outs of Purchasing Natural Gas-Fueled Power Plants" [PDF] published in Texas Lawyer on July 16, 2012.
Client Alert | July 16, 2012
Acquisition agreements often contain provisions that restrict or prohibit the payment of "consequential," "special," or "incidental" damages for breach.
Client Alert | July 10, 2012
On June 28, 2012, the European Court of Justice ("ECJ") issued an important judgment that will have a significant impact on the disclosure of non-public, price-sensitive information (so-called "inside information") by public companies listed on stock exchanges in the European Union ("EU").
Client Alert | July 9, 2012
The prospectus regime is being amended throughout Europe and this Alert provides (i) a summary of the key provisions of Directive 2010/73/EU (the "Amending Directive"), which amends the Prospectus Directive 2003/71/EC (the "Prospectus Directive"), and (ii) details of the related recently published delegated amending regulations, which amend the Prospectus Regulation 809/2009 (the "Prospectus Regulation"). Some of these changes have already been implemented in the UK and others will come into force on 1 July 2012. These changes will modify:when the Prospectus Directive does not apply;when a prospectus which complies with the Prospectus Directive (a "Prospectus") must be published;requirements in relation to the form and content of a Prospe
Client Alert | June 28, 2012
There have been a number of significant shareholder proposals submitted during the 2012 proxy season to date. This alert summarizes notable responses by the Securities and Exchange Commission (the "SEC") staff (the "Staff") to no-action requests concerning many of these shareholder proposals. By way of background, according to Institutional Shareholder Services ("ISS"), 1,105 proposals have been submitted to companies to date for 2012 annual meetings. As of May 22, 2012, 303 no-action requests had been submitted to the SEC since October 1, 2011. This is comparable to the number of shareholder proposal no-action requests submitted during a similar period in 2011. Moreover, repeating the experience in 2011, the number o
Client Alert | May 29, 2012
Where tax and other considerations make it possible, we find many of our clients use the joint venture structure because it provides tremendous flexibility to the joint venture partners in structuring their relations and determining how the joint venture will operate. Most savvy joint venture partners also enjoy the flexibility the joint venture structure allows in deciding when and how partners can unwind or exit the venture. The exit and termination provisions of a joint venture are almost always a key issue in negotiations in forming a joint venture, and the joint venture structure allows the parties to tailor creative solutions to meet the specific business goals and needs of the joint venture partners and the joint venture itself. This alert explores common concepts
Client Alert | May 21, 2012
The Delaware Court of Chancery recently issued an opinion granting Carl Icahn's motion to expedite proceedings to determine whether to enjoin enforcement of Amylin Pharmaceuticals Inc.'s advance notice bylaw.
Client Alert | May 17, 2012
Hostile bids continue to be a popular M&A strategy both domestically and internationally. Moreover, the gradual erosion of staggered boards and other antitakeover defenses in the U.S.
Client Alert | May 14, 2012
On April 24, 2012, the UK Government published a consultation paper on methods to promote private sector challenges to anti-competitive practices in the UK.
Client Alert | May 8, 2012
On May 4, 2012, Chancellor Strine of the Delaware Court of Chancery issued an opinion finding that Martin Marietta Materials, Inc. breached two confidentiality agreements with Vulcan Materials Company when it commenced a $5.5 billion hostile bid for Vulcan in December 2011.
Client Alert | May 7, 2012
The Reserve Bank of India ("RBI") recently issued a circular permitting foreign venture capital investors registered with the Securities and Exchange Board of India ("FVCI") to participate in secondary market transactions, with effect from March 19, 2012.
Client Alert | April 24, 2012
Century City partner David Hernand and Los Angeles associate Thomas Baxter are the authors of "Under Fire: Continued Attacks on Exclusive Forum Provisions May Slow Adoption" [PDF] published in the April 2012 issue of Wall Street Lawyer.
Client Alert | April 20, 2012
New York partner Lois Herzeca is the author of "Five Tips for Directors of Retail and Consumer Products Companies" [PDF] published by Corporate Board Member at Boardmember.com on April 2, 2012.
Article | April 2, 2012