On June 25, 2020, the five regulatory agencies responsible for implementing the Dodd-Frank Act’s Volcker Rule finalized their rulemaking, substantially revising the “covered funds” provisions of the regulation.
Client Alert | July 7, 2020
As COVID-19 continues to spread throughout the globe, the ultimate effect on businesses and financial markets remains uncertain. This alert offers practical guidance for the managers of private equity and real estate funds weighing such considerations.
Client Alert | May 7, 2020
It is expected that, from the end of 2021, London Interbank Offered Rates (“LIBORs”), which are used as reference rates in the loan, bond and derivatives markets, will cease to be published.
Client Alert | May 4, 2020
On April 22, 2020, the U.S. Securities and Exchange Commission issued a settled order finding that a middle-market private equity fund adviser failed to adequately disclose that costs relating to an internal “Operations Group” would be charged to the portfolio companies of the adviser’s fund.
Client Alert | April 30, 2020
The coronavirus pandemic (“COVID-19”) has had far-reaching implications on virtually every aspect of the global economy, and the private equity industry has faced its share of challenges.
Client Alert | April 30, 2020
This briefing covers steps sponsors should consider taking when fundraising in the current environment.
Client Alert | April 27, 2020
In the 2020 edition of Chambers Global, Gibson Dunn earned 155 total rankings – 56 firm practice group rankings and 99 individual rankings. The firm and its lawyers were recognized globally and in the Asia-Pacific, Europe, Latin America and Middle East regions, with additional recognitions in Belgium, China, France, Germany, India, Indonesia, the Philippines, Singapore, the United Arab Emirates, the United Kingdom and the United States.
Firm News | March 5, 2020
The EU has adopted a package of measures which will implement some important changes to the way in which alternative investment fund managers (AIFMs) market their funds cross-border in the European Economic Area (EEA).
Client Alert | February 24, 2020
Who’s Who Legal named 15 Gibson Dunn partners to guides in their respective fields. Dubai partner Chézard Ameer, Hong Kong partner John Fadely, Los Angeles partner Jennifer Bellah Maguire, New York partners Shukie Grossman and Edward Sopher and Washington, D.C. partner C.
Firm News | January 30, 2020
Gibson Dunn has been recognized in 15 categories in the 2020 edition of The Legal 500 Asia Pacific. The Singapore office was ranked in the following Foreign Firms categories: Banking and Finance, Corporate and M&A, Energy and Restructuring.
Firm News | January 21, 2020
On June 18, 2019, the Securities Investment Business (Amendment) Law, 2019 entered into force in the Cayman Islands, significantly amending the Securities Investment Business Law (2019 Revision) (SIBL).
Client Alert | January 9, 2020
Gibson Dunn earned 16 firm rankings and 21 individual rankings in the 2020 edition of Chambers Asia-Pacific.
Firm News | December 6, 2019
New York partner Shukie Grossman, Los Angeles partner Jennifer Bellah Maguire, and Washington, D.C. partner C. William Thomas, Jr. are the authors of Chambers Alternative Funds 2019 Guide [PDF] published November 2019.
Publications | November 6, 2019
On August 21, 2019, the SEC issued new guidance regarding two elements of the proxy voting process that are influenced by proxy advisory firms: proxy voting advice issued by proxy advisors and proxy voting by investment advisers who use that proxy voting advice.
Client Alert | August 23, 2019
Best Lawyers in France 2020 has recognized 16 Gibson Dunn attorneys as leading lawyers in their respective practice areas: Ahmed Baladi – Information Technology Law, Intellectual Property Law, Privacy and Data Security Law and Telecommunications Law; Nicolas Baverez – Administrative Law, Public Law and Regulatory Practice; Maïwenn Béas – Public Law; Amanda Bevan-de Bernède – Banking and Finance Law and Investment; Eric Bouffard – International Arbitration; Bertrand Delaunay – Mergers and Acquisitions Law and Private Equity Law; Jérôme Delaurière – Tax Law; Jean-Pierre Farges – Arbitration and Mediation, Banking and Finance Law, Insolvency and Reorganization Law and Litigation; Pierre-Emmanuel Fender - Insolvency and Reorganization Law; Benoît Fleury – Corporate Law
Firm News | July 1, 2019
The Legal 500 EMEA 2019 has recommended Gibson Dunn in 14 categories in Belgium, France, Germany and UAE. The firm was recognized in Competition – EU and Global in Belgium; Administrative and Public Law, Dispute Resolution – Commercial Litigation Industry Focus – IT, Telecoms and the Internet, Insolvency, Insurance, Mergers and Acquisitions, and Tax in France; Antitrust, Compliance, Internal Investigations and Private Equity in Germany; and Corporate and M&A and Investment Funds in UAE.
Firm News | April 19, 2019
Gibson Dunn earned 12 firm rankings and 21 individual rankings in the 2019 edition of Chambers Asia-Pacific.
Firm News | November 29, 2018
Twelve Gibson Dunn partners were recognized by Who’s Who Legal in their respective fields. In Who’s Who Legal Private Funds 2019, Dubai partner Chézard Ameer, Hong Kong partner John Fadely, Los Angeles partner Jennifer Bellah Maguire, New York partners Shukie Grossman, Edward Nelson and Edward Sopher, and Washington, D.C. partner C.
Firm News | October 30, 2018
In the current strong market environment, spin-off deals have become a regular feature of the M&A landscape as strategic companies look for ways to maximize the value of various assets. In this program, a panel of lawyers from a number of these key practice areas provided insights based on their recent experience structuring and executing spin-off transactions. They walked through the hot topics, common issues and potential work-arounds.
Webcasts | October 30, 2018
On October 19, 2018, the Internal Revenue Service (the "IRS") and the Treasury Department issued proposed regulations (the "Proposed Regulations") providing rules regarding the establishment and operation of "qualified opportunity funds" and their investment in "opportunity zones."
Client Alert | October 22, 2018
On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud. The report described the SEC Division of Enforcement's investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting payments to vendors or corporate executives.
Client Alert | October 17, 2018
Since the result of the Brexit referendum was announced in June 2016, there has been significant commentary regarding the potential effects of the UK's withdrawal from the EU on the financial services industry.
Client Alert | October 11, 2018
This Client Alert provides an update on shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the first half of 2018.
Client Alert | October 3, 2018
On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery determined conclusively for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a "material adverse effect" (MAE).
Client Alert | October 2, 2018
I. Significant Developments A. Introduction For a brief moment in time, after several years with as many as 3 of the 5 commissioner seats vacant, the SEC was operating at full force, with the January 2018 swearing in of newest commissioners Hester Peirce and Robert Jackson.
Client Alert | July 30, 2018
On April 3, 2018, FinCEN issued its long-awaited Frequently Asked Questions Regarding Customer Due Diligence Requirements for Financial Institutions, FIN-2018-G001.
Client Alert | April 23, 2018
Two recent decisions confirm that, in the wake of the Delaware Supreme Court's landmark decisions in Dell and DFC, Delaware courts are taking an increasingly skeptical view of claims in appraisal actions that the "fair value" of a company's shares exceeds the deal price.
Client Alert | April 5, 2018
Private fund advisers are subject to a number of regulatory reporting requirements and other compliance obligations, many of which need to be completed on an annual basis.
Client Alert | February 14, 2018
Palo Alto partner Lisa Fontenot is the author of "Public Company Virtual-Only Annual Meetings," [PDF] published in The American Bar Association's The Business Lawyer Vol.73, Winter 2017-2018.
Article | January 1, 2018
Investment advisers that file Form ADV with the Securities and Exchange Commission ("SEC") either as registered investment advisers ("RIAs") or as exempt reporting advisers ("ERAs") are reminded that significant amendments to Part 1A of Form ADV ("Part 1A") go into effect on October 1, 2017. For most investment advisers having a fiscal year end of December 31st, the amendments will first impact their annual updating filings that will be due on April 2, 2018.The following Client Alert provides a brief summary of the changes that have been made to Part 1A. Investment advisers would be well-advised to begin considering how these changes will impact their Form ADV filing requirements for 2018 and how they will capture t
Client Alert | September 25, 2017
On 6 April 2017, the Legislative Reform (Private Fund Limited partnerships) Order 2017 ("LRO") came into force. The LRO amends the Limited Partnerships Act 1907 ("LPA") and introduces a new form of limited partnership, the 'private fund limited partnership' ("PFLP") for use as a fund vehicle.
Client Alert | May 8, 2017
The Indian MarketThe Indian market continues to attract foreign investment as the Government of India ('Government') accelerates the implementation of second generation market reforms.
Client Alert | May 1, 2017
A US resident private fund adviser that invests overseas or which sponsors offshore funds may be subject to reporting requirements under the Department of Treasury's Form SHC. The deadline for submitting Form SHC is March 3, 2017. Form SHC is part of the Treasury International Capital (TIC) System, which collects data that the US Federal Government uses to determine the US balance of payment accounts and the US international investment position, and in the formulation of international economic and financial policies. Information reported on TIC is confidential. The Federal Reserve Bank of New York ("FRBNY") administers TIC on behalf of the Department of Treasury. Form SHC is used to conduct a "benchmark survey" of holdings in foreign (i.e.
Client Alert | February 17, 2017
Private fund advisers are subject to a number of regulatory reporting requirements and other compliance obligations, many of which need to be completed on an annual basis. This memorandum provides a brief overview.1. Regulatory Filing Obligations under the Advisers ActPrivate fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.
Client Alert | February 3, 2017
The Indian MarketThe Indian economy continues to be an attractive investment destination due to its sustained stable growth and implementation of further liberalisation policies by the Government of India ("Government").
Client Alert | January 19, 2017
On December 6, 2016, in Salman v. United States, the Supreme Court unanimously resolved a circuit split between the Courts of Appeals for the Second and Ninth Circuits over the meaning of the "personal benefit" element of insider trading law. In doing so, the Court put to rest confusion on this aspect of insider trading jurisprudence. But the murky nature of other aspects of insider trading was left untouched, leaving market participants, courts, and lawyers generally "right back where we started from" before Newman.Bassam Salman was convicted of trading on information he received from a corporate insider, after it was found that the insider had breached a fiduciary duty in giving the information. In order to find that the insider breached a fiduciary
Client Alert | December 7, 2016
Updated October 31, 2016 This revised alert supplements the version previously circulated on October 27, 2016. Although the 2016 Law does not contain a commencement date, we have learnt from sources at the Directorate of Investment and Company Administration that it will come into force on April 1, 2017.I. IntroductionThe Myanmar Investment Law ("2016 Law"), which replaces the Foreign Investment Law, 2012 ("2012 Law") and the Myanmar Citizen Investment Law, 2013 ("2013 Law"), has been enacted and, according to sources at the Directorate of Investment and Company Administration ("DICA"), will come into force on April 1, 2017. This new legislation follows the landmark victory of the National Leagu
Client Alert | October 27, 2016
It has been close to two years since China announced that it would make major changes in its foreign investment related laws and regulations. The first step of such changes took effect on October 1, 2016, after the Standing Committee of the National People's Congress (China's parliament) passed resolutions (the "NPC Resolutions") to amend certain provisions of the FIE Laws (as defined below). On October 8, 2016, in implementing the NPC Resolutions, the PRC National Development and Reform Commission ("NDRC") and the PRC Ministry of Commerce ("MOFCOM") issued Public Announcement No. 22 ("Announcement 22"), and MOFCOM issued the Interim Measures for the Record-filing Administration of the Incorporation and Change o
Client Alert | October 10, 2016
The Indian MarketThe Indian economy continues to be an attractive investment destination due to its sustained stable growth and implementation of further liberalization policies by the Government of India ("Government").
Client Alert | October 3, 2016
On June 28, 2016, the SEC formally proposed a new rule ("Rule 206(4)-4") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), that would require registered investment advisers ("RIAs") to adopt and implement written business continuity and transition plans and to review no less frequently than annually the adequacy and effectiveness of such plans. The proposed rule is subject to a 60-day comment period, which will expire on September 6, 2016.As proposed, Rule 206(4)-4 would require RIAs to adopt written business continuity and transition plans "reasonably designed to address operational and other risks related to a significant disruption in the investment adviser's operations." Such plans would be required to add
Client Alert | July 6, 2016
The Foreign Direct Investment Policy ("FDI Policy") is the primary regulation governing foreign investment in India. The Government of India ("Government") introduced several amendments to the FDI Policy through the annual Consolidated Foreign Direct Investment Policy Circular, 2016 issued on June 7, 2016 ("2016 FDI Policy") and a subsequent press note issued on June 24, 2016 ("Press Note").
Client Alert | July 1, 2016
The Dubai International Financial Centre ("DIFC") was established over a decade ago as a financial services hub for the Middle East region. It has attracted over 400 global and regional financial services firms and has established Dubai as the leading regional financial centre.
Client Alert | June 6, 2016
What is the Negative Investment List? The "Negative Investment List" or "DNI" is a regulation issued under Indonesian law which sets out a list of industry sectors in Indonesia for which foreign investment is either prohibited, permitted or conditionally permitted.
Client Alert | June 6, 2016
Los Angeles partner Michael Farhang is the author of "Proposed Anti-Money Laundering Rules Focus on Investment Advisers" [PDF] published on April 5, 2016 by The Daily Journal.
Article | April 5, 2016
2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.
Client Alert | February 24, 2016
Private fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.
Client Alert | February 24, 2016
On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act of 2016 (the "Act"), an omnibus spending bill that includes a number of changes to the provisions of the Internal Revenue Code (the "Code") governing the taxation of U.S.
Client Alert | December 29, 2015
As we near the end of the calendar year, we take this opportunity to share with you our reflections on some of the key developments which have been in sharp focus of a number of our European financial sponsor clients in the second half of this year.1.Anti-Trust & Competition Law – Risks for SponsorsWhat's New?2014 saw a number of high profile landmark cartel cases involving private equity firms. The European Commission imposed a €302m fine for cartel activities undertaken by a group of high voltage cable power producers of which Goldman Sachs, through a prior portfolio entity, was involved. The Dutch Authority for Consumers and Markets imposed its first financial penalty against a financial sponsor, when it fined two private equity firms for conduct relating to their &q
Client Alert | December 10, 2015
On November 24, 2015, the Government of India ("Government") effected several important amendments to India's consolidated foreign direct investment policy ("FDI Policy").
Client Alert | December 8, 2015
On September 8, 2014, we issued a client alert that the Luxembourg and French Ministry of Finance had signed a fourth amendment to the tax treaty between France and Luxembourg, with the potential to impose a significant tax burden on existing and future French real estate investments. Although the effective date for the amendment was previously unclear, it is now apparent that this amendment will come into effect no earlier than January 1, 2017.Under the current treaty, gains on the sale by a Luxembourg company of shares in a French or Luxembourg company holding French real estate are not taxable in France, even if those gains may also be exempt from Luxembourg tax under Luxembourg domestic law.The fourth amendment will reverse this favorable treatment.
Client Alert | November 23, 2015