The Securities and Exchange Commission, like most federal agencies, ended 2018 with a whimper, not a bang. Most staffers were furloughed as part of the federal government shutdown, a note on the SEC homepage cautioning that until further notice only a limited number of personnel would be on hand to respond to emergency situations.
Client Alert | January 15, 2019
Gibson, Dunn & Crutcher LLP is pleased to announce its selection by Law360 as a Law Firm of the Year for 2018, featuring the four firms that received the most Practice Group of the Year awards in its profile, “The Firms That Dominated in 2018.” [PDF] Of the four, Gibson Dunn “led the pack with 11 winning practice areas” for “successfully securing wins in bet-the-company matters and closing high-profile, big-ticket deals for clients throughout 2018.” The awards were published on January 13, 2019.
Firm News | January 13, 2019
On November 16, 2018, the Securities and Exchange Commission (SEC) announced settled charges in its first cases imposing civil penalties solely for registration violations related to initial coin offerings (ICOs).
Publications | November 29, 2018
U.S. News – Best Lawyers® awarded Gibson Dunn Tier 1 rankings in 132 practice area categories in its 2019 “Best Law Firms” [PDF] survey. Overall, the firm earned 169 rankings in nine metropolitan areas and nationally.
Firm News | November 1, 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
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
San Francisco partner Marc Fagel is the co-author of "Private Funds and the Clayton SEC: Out From Under the Microscope?" [PDF] published in the July/August 2018 issue of Practical Compliance & Risk Management For the Securities Industry.
Article | August 10, 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
Lucia v. SEC, No. 17-130 Decided June 21, 2018 Today, the Supreme Court held that administrative law judges of the Securities and Exchange Commission are inferior “Officers of the United States” within the meaning of the Constitution’s Appointments Clause.
Client Alert | June 21, 2018
On May 11, 2018, the federal bank regulators and the Financial Crimes Enforcement Network ("FinCEN") published two new chapters of the Federal Financial Institution Examination Council Bank Secrecy Act/Anti-Money Laundering Examination Manual ("BSA/AML Manual") to reflect changes made by FinCEN to the CDD regulation.
Client Alert | June 14, 2018
San Francisco partner Marc Fagel is the author of "Where Have All The Public Company Frauds Gone?" [PDF] published by Law360 on May 30, 2018.
Article | May 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
On March 23, 2018, the U.S. Court of Appeals for the D.C. Circuit issued a unanimous opinion vacating an SEC order upholding sanctions issued by the Public Accounting Oversight Board against petitioner Mark E.
Client Alert | March 26, 2018
San Francisco partner Marc Fagel is the author of "ALJs Check Their Own Work, With Unsurprising Results," [PDF] published by Law360 on March 2, 2018.
Article | March 2, 2018
New York associates Jefferson Bell and David Coon are the authors of "Court Reevaluates Stockholder Ratification of Director Compensation for First Time in Decades," [PDF] published by Delaware Business Court Insider on February 21, 2018.
Article | February 21, 2018
On January 12, 2018, the Second Circuit issued its second substantive opinion applying Halliburton Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) ("Halliburton II"), only the third issued by any federal circuit court since the Supreme Court's landmark decision in June 2014.
Client Alert | January 18, 2018
2017 was the prototypical transition year for the SEC. In contrast to many other federal agencies under the current administration, the new SEC leadership did not promise a wholesale rethinking of the agency's mandate.
Client Alert | January 10, 2018
New York counsel Maia Gez is the author of "The New Pay Ratio Disclosure," [PDF] published by The Review of Securities & Commodities Regulation on November 22, 2017.
Article | November 22, 2017
San Francisco partner Marc Fagel and associate Elizabeth Dooley are the authors of "The Unrelenting Pace of SEC Insider Trading Actions," [PDF] published by Global Investigations Review on November 2, 2017.
Article | November 2, 2017
New York partner Mark Schonfeld is the author of "The Regulatory Risks of a Deregulatory Environment," [PDF] published by Law360 on September 19, 2017.
Article | September 19, 2017
After a slow start, senior policymakers are moving forward to lead the U.S. federal financial regulatory agencies. The Senate has confirmed the Chairs of both the Commodity Futures Trading Commission and the Securities and Exchange Commission, J.
Webcasts | September 19, 2017
The first half of 2017 was unusually quiet for the SEC's Division of Enforcement. This undoubtedly stemmed from the change in administration following the November election.
Client Alert | July 18, 2017
On June 5, 2017, the Supreme Court of the United States issued a significant decision holding that "[d]isgorgement in the securities-enforcement context is a 'penalty' within the meaning of" 28 U.S.C.
Client Alert | June 5, 2017
Washington, D.C. partner F. Joseph Warin; Los Angeles partner Michael Farhang and associates Michael Galas, Abiel Garcia, and John Sandoval; São Paulo partner Lisa Alfaro; Denver associate Tafari Lumumba; and Orange County associate Sydney Sherman are the authors of “Key 2017 Developments in Latin American Anti-Corruption Enforcement,” [PDF] published in Trade Security Journal on May 2017.
Article | May 1, 2017
San Francisco partner Marc Fagel and Palo Alto associate Christina Yang are the authors of "SEC Enforcement By the Numbers, And The End of An Era," [PDF] published by Law360 on March 10, 2017.
Article | March 10, 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 year was yet another eventful one in securities litigation, from the expanded application of Omnicare and Halliburton II, to several significant decisions from the Delaware courts regarding, among other things, the bounds of collateral estoppel analysis and the principles for determining whether a claim is direct or derivative. The year-end update highlights what you most need to know in securities litigation developments and trends for the last half of 2016: We discuss recent trends in securities filings, including the increased number of securities class actions filed in federal court in 2016.We highlight notable post-Omnicare district court decisions, including many courts' continued application of a high pleading standard for claims brought under Section 11 of
Client Alert | January 25, 2017
I. Overview A. Looking Back, Looking Forward Any attempt to assess the past six months is undeniably going to be overshadowed by what lies ahead. The change in administration is likely to be as tumultuous and unpredictable for the SEC as for any other federal agency, and the differences between the enforcement priorities under Chair Mary Jo White and Enforcement Division Director Andrew Ceresney and those of their successors may be more stark than other SEC transitions in recent years.
Client Alert | January 13, 2017
Washington, D.C. counsel Jeff Steiner and San Francisco associate Sean Sullivan are the authors of "Financial Agenda on Deck at House," [PDF] published in the Daily Journal on January 11, 2017.
Article | January 11, 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
There is widespread speculation regarding what President-elect Donald Trump and a Republican-controlled Congress will choose to prioritize and pursue in 2017 and beyond. With the majority of pollsters and media observers incorrectly forecasting a victory for Hillary Clinton, many are just now beginning to assess how they will operate under, and the potential opportunities presented by, the policies of the Trump administration and the Republican-led Congress. We would like to share with you some of our initial observations about the potential effects that may be forthcoming in the near term. With Republicans claiming the White House and maintaining control of both the House of Representatives and the Senate, we expect a flurry of legislative and administrative activity con
Client Alert | November 15, 2016
President-elect Donald J.
Client Alert | November 14, 2016
Hot off the presses just after Election Day, please join us for a discussion with some of the co-authors of the newly released Second Edition of the authoritative PLI Securities Litigation Treatise regarding potential reforms, trends and developments in securities litigation and enforcement.
Webcasts | November 11, 2016
New York partners Lawrence Zweifach, Arthur Long, Joel Cohen, Robert Trenchard and associate Amy Mayer, and Washington, D.C. counsel Jeffrey Steiner are the authors of "Developments and Trends in CFTC Enforcement" [PDF] published in the September 7, 2016 issue of The Review of Securities & Commodities Regulation.
Article | September 7, 2016
Washington, D.C. partner Michael Diamant, of counsel Christopher Sullivan, and associate Jason Smith are the authors of "Sanctionable Practices at the World Bank: Interpretation and Enforcement" [PDF] published on August 28, 2016 by the University of Pennsylvania Journal of Business Law.
Article | August 28, 2016
San Francisco partner Marc Fagel is the author of "SEC's Whistleblower Program is Gaining Steam" [PDF] published on August 1, 2016 by Daily Journal.
Article | August 1, 2016
Denver partner John D.W. Partridge, Washington, D.C. partner Daniel Chung and Denver associate Micah Sucherman are the authors of "Evaluating U.S. Fraud and Abuse Compliance Controls, Including Corporate Integrity Agreement Provisions, for a Global Anti-Corruption Compliance Program" [PDF].
Article | August 1, 2016
In the wake of a record-breaking 2015, the SEC's Division of Enforcement appeared to continue to initiate new matters at breakneck speed throughout the first half of 2016.
Client Alert | July 13, 2016
I. IntroductionWhy read this note?From 3 July 2016, the European Market Abuse Regulation (MAR) will enter into effect, creating a new common regulatory framework on market abuse across the European Union (EU) resulting in the repeal and replacement of existing EU market abuse rules implemented pursuant to the Market Abuse Directive and in new rules being implemented in the UK. On the same day, a new European Directive, the Directive on Criminal Sanctions for Market Abuse (CSMAD), which complements MAR, will also come into effect. Together, MAR and CSMAD will update, strengthen and extend the scope of the EU market abuse regime, incorporating a wider range of more stringent sanctions. If you are an issuer
Client Alert | June 22, 2016
Denver partner Beau Stark is the author of "Disintermediation of Private Equity" [PDF] published in the June 2016 issue of Oil & Gas Financial Journal.
Article | June 1, 2016
San Francisco partner Marc Fagel, Denver partner Monica Loseman and associate Scott Campbell are the authors of "Bonus Compensation Clawbacks Are New Norm" [PDF] published on May 30, 2016 by The National Law Journal.
Article | May 30, 2016
On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued a significant decision, in SEC v. Graham, No. 14-13562 (11th Cir.
Client Alert | May 27, 2016
On May 16, 2016, the U.S. Supreme Court issued an important opinion concerning Section 27 of the Securities Exchange Act of 1934, which creates exclusive federal jurisdiction over "all suits . . .
Client Alert | May 23, 2016
2015 was a significant year for the Enforcement Division of the U.S. Commodity Futures Trading Commission (CFTC or Commission). Five years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and its expansion of the CFTC's enforcement authority, annual enforcement fines have become very substantial--the Commission ordered a record $3.14 billion in civil monetary penalties in 2015.
Client Alert | April 13, 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
San Francisco partner Marc Fagel is the author of "SEC Enforcement By The Numbers" [PDF] published on March 8, 2016 by Law360.
Article | March 8, 2016
San Francisco partner Marc Fagel is the author of "SEC Enforcement in the Latter Half of 2015" [PDF] published in the February 2016 issue of Insights.
Article | February 1, 2016
The year was yet another eventful one in securities litigation, from the Supreme Court's game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements.
Client Alert | January 25, 2016
From at least a numerical standpoint, 2015 was a particularly productive year for the Securities and Exchange Commission's Division of Enforcement. For the government fiscal year ended September 30, the SEC filed 807 enforcement actions, a 7% rise over fiscal 2014.
Client Alert | January 11, 2016