Securities Litigation

425 Search Results

M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations

On November 19, 2015, in Depomed, Inc. v. Horizon Pharma plc, the Superior Court of California, County of Santa Clara granted Depomed's request for a preliminary injunction to enjoin Horizon's hostile exchange offer to acquire Depomed.

Client Alert | November 20, 2015

SEC Examinations of Private Investment Funds

San Francisco partner Marc J. Fagel and Los Angeles associate Vania Wang are the authors of "SEC Examinations of Private Investment Funds" [PDF] published in the September-October 2015 issue of Practical Compliance & Risk Management for the Securities Industry.

Article | October 29, 2015

Coerced Corporate Social Responsibility and the FCPA

​New York partner Joel Cohen and associate Daniel Harris are the authors of "Coerced Corporate Social Responsibility and the FCPA" [PDF] that appeared in the 2016 edition of The International Comparative Legal Guide to: Business Crime; published by Global Legal Group Ltd, London.

Article | October 21, 2015

Chancery Denies Advancement for Ex-CEO of American Apparel

​New York partner Eduardo Gallardo and Palo Alto associate Christina Greenberg are the authors of "Chancery Denies Advancement for Ex-CEO of American Apparel" [PDF] published on October 21, 2015 by Delaware Business Court Insider.

Article | October 21, 2015

SEC Enforcement Midway Through 2015

​San Francisco partner Marc Fagel is the author of “SEC Enforcement Midway Through 2015” [PDF] published in the September issue of Insights.

Article | September 30, 2015

SEC Moves in the Right Direction with Proposed Amendments to Rules Governing Administrative Proceedings, but the Changes Do Not Go Far Enough

​On September 24, 2015, the Securities and Exchange Commission announced it had voted to propose amendments to rules governing its administrative proceedings.

Client Alert | September 28, 2015

Omnicare in Action: City of Westland Decision Demonstrates Meaningful Pleading Bar to Opinion Statement Liability

When the Supreme Court issued its decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), plaintiff and defense counsel had warring views on what its practical impact would be, particularly at the motion to dismiss stage of securities class actions brought under Section 10(b) of the Securities Exchange Act of 1934.  A recent decision from the Southern District of New York, City of Westland Police and Fire Retirement System v.

Client Alert | September 28, 2015

M&A Report – Delaware Court of Chancery Signals End to Disclosure-Only Settlements with Full Releases in Delaware

In an opinion last week, the Delaware Court of Chancery, following other recent decisions from that Court, strongly signaled that stockholder lawsuits in Delaware attacking mergers may no longer be resolved by a corporate defendant providing additional disclosures to stockholders in exchange for a broad release of claims against all defendants.  Signaling the end to what has become common practice in stockholder litigation routinely challenging mergers, Vice Chancellor Glasscock noted in his decision approving a settlement in In re Riverbed Technologies that, "in light of this Memorandum Opinion," expectations that the court will approve such broad releases in exchange for additional disclosures "will be diminished or eliminated going forward."The settlement arose

Client Alert | September 24, 2015

DOJ Authority to Strike Deals With Defendants Limited

​Los Angeles partner Michael Farhang is the author of “DOJ Authority to Strike Deals With Defendants Limited” [PDF] published by the Daily Journal on September 23, 2015.

Article | September 23, 2015

Flawed Process Results in Flawed Valuation Determination

​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

2015 Mid-Year FCPA Update: Part 2

​Washington, D.C. partners F. Joseph Warin, John W.F. Chesley and associate Stephanie Connor are authors of "2015 Mid-Year FCPA Update (Part 2)" published on August 31, 2015 by Westlaw Journal's Government Contract.  The article is the second installment of a two-part series providing an overview of the FCPA as well as domestic anti-corruption enforcement, litigation, and policy developments in the first half of 2015

Article | August 31, 2015

Chancery Clarifies Scope of ‘Equitable Standing’ in Derivative Actions

​New York partner Aric H. Wu and associate Jefferson E. Bell are the authors of "Chancery Clarifies Scope of 'Equitable Standing' in Derivative Actions" [PDF] published on August 19, 2015 by Delaware Business Court Insider.

Article | August 19, 2015

2015 Mid-Year FCPA Update: Part 1

​Washington, D.C. partners F. Joseph Warin, John W.F. Chesley and associate Stephanie Connor are authors of "2015 Mid-Year FCPA Update (Part 1)" published on August 17, 2015 by Westlaw Journal's Government Contract.  The article is the first installment of a two-part series providing an overview of the FCPA as well as domestic anti-corruption enforcement, litigation, and policy developments in the first half of 2015.

Article | August 17, 2015

The Saga Continues: The Northern District of Texas Weighs in on Price Impact Test for Class Certification Post-Halliburton II

​On July 27, 2015, the U.S. District Court for the Northern District of Texas issued its anticipated decision on remand from Halliburton, Co. v. Erica P.

Client Alert | July 29, 2015

The Data Security Governance Conundrum: Practical Solutions and Best Practices for the Boardroom and the C-Suite

San Francisco partners Thad Davis and Michael Li-Ming Wong and associate Nicola Paterson are the authors of “The Data Security Governance Conundrum: Practical Solutions and Best Practices for the Boardroom and the C-Suite” [PDF] published in Volume 2015 of the Columbia Business Law Review.

Article | July 21, 2015

Delaware Supreme Court Issues Ruling Interpreting Advance Notice Bylaws in Favor of Stockholder Seeking to Propose Business and Nominate Directors

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

2015 Mid-Year E-Discovery Update

Progress on Some Fronts, But Significant Dangers Remain, and New Dangers EmergeE-discovery remains an incredibly rich and rapidly developing field, as the many developments on which we report from just the first half of 2015 attest.

Client Alert | July 15, 2015

Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’

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

2015 Mid-Year Securities Litigation Update

The first half of 2015 has proved yet another eventful period in securities litigation.  Chief among significant developments in the first half of the year is the U.S.

Client Alert | July 14, 2015

2015 Mid-Year Securities Enforcement Update

Midway through the 2015 calendar year, the SEC Enforcement program has often been finding itself garnering more public attention for the manner in which it sources, litigates, and resolves cases than for the cases themselves.

Client Alert | July 13, 2015

2015 Mid-Year Update on Corporate Non-Prosecution Agreements (NPAs) and Deferred Prosecution Agreements (DPAs)

2015 came in like a lion, bringing with it remarkable policy changes regarding corporate non-prosecution agreements ("NPA") and deferred prosecution agreements ("DPA").  The Department of Justice's ("DOJ") leadership has articulated new bright-line approaches to post-resolution conduct, including the unprecedented step of revoking an NPA.  The judiciary has edged further toward a more interventionist role in DPA oversight.  Finally, as we previously predicted, the first of dozens of anticipated NPA resolutions have emerged from the DOJ Tax Division's August 2013 "Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks" (the "DOJ Tax Swiss Bank Program").This client alert, the fourteenth in our series of b

Client Alert | July 8, 2015

2015 Mid-Year False Claims Act Update

I. INTRODUCTION There is no end in sight to the False Claims Act gold rush. After a record-setting 2014, which saw $5.7 billion in recoveries under the federal False Claims Act (FCA), 31 U.S.C.

Client Alert | July 8, 2015

2015 Mid-Year FCPA Update

For years, U.S. regulators have been encouraging their foreign counterparts to pick up the mantle of international bribery enforcement and more evenly distribute the balance of prosecutions.  With 2015 potentially shaping up to be a year in which transnational bribery prosecutions by foreign authorities match if not exceed U.S.-initiated actions under the Foreign Corrupt Practices Act ("FCPA"), it appears that their calls have been heeded.  But the shifting balance between domestic and foreign regulators does not portend a lull for U.S.

Client Alert | July 6, 2015

’Equalizing’ the Negotiation Process with a Trial-Ready SEC

San Francisco partner Thad Davis and associate Nicola Paterson are the authors of “’Equalizing’ the Negotiation Process with a Trial-Ready SEC” [PDF] published in the Summer 2015 issue of American Bar Association’s Criminal Litigation.

Article | June 29, 2015

Delaware Enacts Legislation Endorsing Exclusive Forum Clauses and Prohibiting Fee-Shifting Provisions

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

Chancery Describes Standard of Review for Demand Refusal Decision

Dallas partner Robert Little and associate Madison Jones are the authors of “Chancery Describes Standard of Review for Demand Refusal Decision” [PDF] published on June 17, 2015 by Delaware Business Court Insider.

Article | June 17, 2015

M&A Report – Delaware Court of Chancery Clarifies Director and Officer Advancement Rights

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

The Double-Prosecution System Abandoned for French Market Abuse Related Offenses

On May 6 and 18, 2015, in what will certainly become landmark decisions, the criminal court of Paris ruled that a same person may no longer be prosecuted and condemned twice with respect to market abuse offences for the same facts by both the Autorité des marchés financiers' (French financial markets authority) Commission des sanctions (Enforcement Committee) and a French criminal court.

Client Alert | May 19, 2015

M&A Report – Delaware Supreme Court Issues Ruling Clarifying Important Protections Afforded to Independent Directors

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

In Calma v. Templeton, Delaware Court of Chancery Finds Director Compensation Decision Subject to Entire Fairness Review

On April 30, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an important decision regarding the fiduciary duties of board compensation committees in awarding compensation to non-employee directors.  In Calma v. Templeton, the Court, drawing on its prior opinion in Seinfeld v. Slager, denied the defendants' motion to dismiss, under Rule 12(b)(6), a claim that the members of Citrix Systems, Inc.'s ("Citrix" or the "Company") board of directors breached their fiduciary duties in awarding compensation to non-employee directors under Citrix's equity incentive plan.  In reaching this decision, the Court applied the entire fairness standard of review to the compensation committee of the board of directors' (the "Compensation Commit

Client Alert | May 11, 2015

M&A Report – “Exclusive Forum” Bylaws Fast Becoming a New Item on Public M&A Deal Checklists

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

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

On March 25, 2015, in a unanimous vote, the U.S.

Client Alert | April 22, 2015

U.S. Supreme Court Issues Long-Awaited Decision in Omnicare, Resolving Circuit Split Regarding Opinion Statement Liability under Section 11 of Securities Act of 1933

On March 24, 2015, the Supreme Court of the United States issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S.

Client Alert | March 25, 2015

Hurdles in Appraisal Actions for Companies Sold in ‘Robust’ Auction

New York partner Brian M. Lutz and associate Jefferson E. Bell are authors of "Hurdles in Appraisal Actions for Companies Sold in ‘Robust’ Auction" [PDF] published on February 17, 2015 by the Delaware Business Court Insider.

Article | February 17, 2015

Delineating a board’s duty to find the highest value

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

SEC Permits Five Business Day Issuer Tender Offers for Non-Convertible Debt including Non-Investment Grade Debt

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

Preliminary Injunctions and Share Counts in Merger Context

New York partner Adam H. Offenhartz and associate Peter M. Wade are authors of "Preliminary Injunctions and Share Counts in Merger Context" [PDF] published in the January 27, 2015 issue of Delaware Business Court Insider.

Article | January 27, 2015

Creating a Clear Circuit Split, the Second Circuit Holds That Failure to Disclose Known Trends or Uncertainties Under Item 303 of Regulation S-K Creates Liability Under Section 10(b)

On January 12, 2015, the United States Court of Appeals for the Second Circuit issued an unprecedented decision holding that a company's failure to disclose a known trend or uncertainty in its Form 10-Q filings, as required by Item 303 of SEC Regulation S-K, can give rise to liability under Section 10(b) of the Securities Exchange Act of 1934.

Client Alert | January 22, 2015

Advance Notice Bylaws: Trends and Challenges

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

2014 Year-End E-Discovery Update

In our Mid-Year E-Discovery Update, we reported that 2014 was shaping up to be the "year of technology" in e-discovery. The remainder of the year more than lived up to those expectations.

Client Alert | January 20, 2015

2014 Year-End Securities Enforcement Update

The close of 2014 saw the SEC's Division of Enforcement take a victory lap.  Following the release of the statistics for the fiscal year ended September 30, Division Director Andrew Ceresney touted a few records -- the largest number of enforcement actions brought in a single year (755); the largest total value of monetary sanctions awarded to the agency (over $4 billion); the largest number of cases taken to trial in recent history (30).  As Ceresney noted, numbers alone don't tell the whole story.  And it is in the details that one sees just how aggressive the Division has become, and how difficult the terrain is for individuals and entities caught in the crosshairs of an SEC investigation under the current administration.The SEC has continued to roll out a steady

Client Alert | January 12, 2015

2014 Year-End False Claims Act Update

Just two years ago we noted the staggering level of the federal government's recovery-- approximately $5 billion--under the False Claims Act, 31 U.S.C.

Client Alert | January 7, 2015

2014 Year-End Update on Corporate Non-Prosecution Agreements (NPAs) and Deferred Prosecution Agreements (DPAs)

The U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") continue to deploy DPAs and NPAs aggressively.  This past year left no doubt that such resolutions are a vital part of the federal corporate law enforcement arsenal, affording the U.S.

Client Alert | January 6, 2015

2014 Year-End FCPA Update

In this alert, Gibson Dunn lawyers describe five trends in FCPA enforcement they observed between 2005 and 2015.

Client Alert | January 5, 2015

M&A Report – Delaware Supreme Court Issues Important Guidance on Revlon Duties

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

A Reminder to Focus on Form in Assessing Limits of Business Entities

New York partner James L. Hallowell and associate Brian R. Morgenstern are authors of "A Reminder to Focus on Form in Assessing Limits of Business Entities" [PDF] published in the December 17, 2014 issue of Delaware Business Court Insider.

Client Alert | December 17, 2014

United States v. Newman: Second Circuit Ruling Portends Choppier Waters for Insider Trading Charges Against Downstream Tippees

On December 10, 2014, the United States Court of Appeals for the Second Circuit issued its much-anticipated decision in United States v. Newman, which vacated the convictions of and dismissed with prejudice the indictments against two high-profile insider trading defendants--Anthony Chiasson and Todd Newman.  In overturning their convictions the Second Circuit both clarified the heavy evidentiary burden needed to convict downstream tippees who are several levels removed from the original tipper, and returned life to the "personal benefit" test for when a tipper breaches a fiduciary duty.  This ruling likely will have significant repercussions for criminal and civil insider trading cases in the Second Circuit.  The Trial and ConvictionsChiasson and Newman were succe

Client Alert | December 15, 2014

Lessons in Control and Conflict Analysis

San Francisco Partner Thad A. Davis and associate Nicola Paterson are authors of "Lessons in Control and Conflict Analysis" [PDF] published in the November 26, 2014 issue of the Delaware Business Court Insider.

Client Alert | November 26, 2014

SEC Adopts Rule Creating New Regulatory Framework to Strengthen Technological Infrastructure of U.S. Securities Markets

Twenty months after proposing regulations to minimize incidents of disruptive trading and potentially catastrophic trading malfunctions, the SEC, on November 19, 2014, adopted Regulation Systems Compliance and Integrity ("Regulation SCI") to enhance confidence in U.S.

Client Alert | November 25, 2014

SEC v. Obus: A Case Study on Taking the Government to Trial and Winning

Gibson Dunn partner Joel M. Cohen and associates Mary Kay Dunning, Darcy Harris and Genevieve Quinn are the authors of the following article published in a recent issue of the Review of Securities & Commodities Regulation.  The team, who represented Nelson Obus in SEC v.

Client Alert | November 20, 2014

Exclusive Delaware and Non-Delaware Forum Bylaw Amendments

New York partner Adam H. Offenhartz and associate Peter M. Wade are authors of "Exclusive Delaware and Non-Delaware Forum Bylaw Amendments" [PDF] published in the October 15, 2014 issue of Delaware Business Court Insider.

Client Alert | October 15, 2014

Lessons of 2013: The Perils of ‘Ready, Fire, Aim’ and the Importance of an Integrated Litigation Strategy in Corporate Governance Matters

San Francisco partner Thad Davis and associate Leslie Wulff are the authors of "Lessons of 2013: The Perils of 'Ready, Fire, Aim' and the Importance of an Integrated Litigation Strategy in Corporate Governance Matters" [PDF] published in the October 2014 issue of Pepperdine University School of Law’s Journal of Business, Entrepreneurship, & the Law.

Client Alert | October 1, 2014

Demand Futility Standards in the Executive Compensation Context

Los Angeles partner Michael Farhang and associate Patrick Doust are the authors of “Demand Futility Standards in the Executive Compensation Context” [PDF] published in the September 24, 2014 issue of Delaware Business Court Insider.

Article | September 24, 2014

SEC Plans to Play Insider Trading Cases on Home Court

New York partner Joel Cohen and associates Mary Kay Dunning, Darcy Harris and Genevieve Quinn are the authors of  “SEC Plans to Play Insider-Trading Cases on Home Court” [PDF] published in the September 16, 2014 issue of the National Law Journal.

Client Alert | September 16, 2014

Nonparty Depositions: From ‘Potted Plant’ Rule to Venus Fly Traps

New York partner Jennifer Rearden and associate Sharon Grysman are the authors of “Nonparty Depositions: From ‘Potted Plant’ Rule to Venus Fly Traps” [PDF] published in the September 8, 2014 issue of New York Commercial Litigation Insider.

Client Alert | September 15, 2014

When Federal Agencies Are the “Same Party” under FRE 804(b)(1)

San Francisco partner Thad Davis and associate Leslie Wulff are the authors of “When Federal Agencies Are the ‘Same Party’ under FRE 804(b)(1)” [PDF] published in Criminal Litigation, Summer 2014, Vol.

Client Alert | September 11, 2014

Second Circuit Holds That the Supreme Court’s Decision in Morrison May Limit Section 10(b) Claims in U.S. Relating to U.S. Transactions Involving Primarily Foreign Securities and Foreign Issuers

On August 15, 2014, the U.S. Court of Appeals for the Second Circuit issued a ruling limiting the extraterritorial application of Section 10(b) of the Securities Exchange Act of 1934 in the wake of the Supreme Court's landmark opinion in Morrison v. National Australia Bank Ltd.

Client Alert | August 25, 2014

Implications of Recent Delaware Court of Chancery Decisions on MLP Related Party Transactions

In two recent decisions written by Vice Chancellor Travis Laster, the Delaware Court of Chancery provided helpful judicial guidance on the application of the covenant of good faith in the context of related party transactions involving master limited partnerships (MLPs).  In both decisions, the Court made clear that when dealing with limited partnerships, contractual terms control and that, once fiduciary duties are contractually eliminated as permitted by Delaware law, courts should not imply terms that would alter the contract or attempt to reconstruct outcomes that fiduciary duty analysis in the corporate setting would generate.An MLP is a publicly traded limited partnership with qualifying assets that is treated as a pass-through entity for federal income tax purposes.

Client Alert | August 11, 2014

Eight Propositions Regarding the Scope of Halliburton II

Washington, D.C. partner Mark Perry and Palo Alto partner Jonathan Dickey are the authors of "Eight Propositions Regarding the Scope of Halliburton II" [PDF] published in the July 21, 2014 issue of Bloomberg BNA's Securities Regulation & Law Report.Reproduced with permission from Securities Regulation & Law Report, 46 SRLR 1403, 07/21/2014.

Client Alert | July 21, 2014

2014 Mid-Year Securities Litigation Update

It almost goes without saying that the first half of 2014 brought with it the most significant development in securities litigation in decades:  the U.S.

Client Alert | July 15, 2014

Forum Selection Bylaws: One Year After Boilermakers

New York partner James Hallowell and associate Jefferson Bell are the authors of “Forum Selection Bylaws: One Year After Boilermakers” [PDF] published in the July 15, 2014 issue of the Delaware Business Court Insider.

Client Alert | July 15, 2014

2014 Mid-Year Securities Enforcement Update

Our mid-year report one year ago presented an exciting opportunity to discuss a time of great change at the SEC. A new Chair and a new Director of Enforcement had recently assumed the reins and begun making bold policy pronouncements.

Client Alert | July 14, 2014

2014 Mid-Year False Claims Act Update

I. INTRODUCTION It has been an explosive past six months in matters under the federal False Claims Act ("FCA"), 31 U.S.C. § 3729 et seq., which prohibits the knowing submission of false claims for payment to the government or false statements material to false claims.

Client Alert | July 9, 2014

2014 Mid-Year Update on Corporate Non-Prosecution Agreements (NPAs) and Deferred Prosecution Agreements (DPAs)

As the debate continues over whether and how to punish companies for unlawful conduct, U.S.

Client Alert | July 8, 2014

2014 Mid-Year FCPA Update

Aggressive cross-border anti-corruption enforcement continued during the first half of 2014, as U.S. and foreign prosecutors pursued companies, individuals, and public officials across the globe for all manner of corruption-related offences.

Client Alert | July 7, 2014

City of Pontiac v. UBS AG: The Continued Limitation of the Extraterritorial Application of US Securities Laws

New York partner Lee Dunst is the author of "City of Pontiac v. UBS AG: The Continued Limitation of the Extraterritorial Application of US Securities Laws" [PDF] published by the Wall Street Lawyer in July 2014 in Volume 18, Issue 7.

Client Alert | July 1, 2014

U.S. Supreme Court Enforces Price Impact Requirement for Securities Fraud Class Actions

On June 23, 2014, the Supreme Court issued its much-anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., 573 U.S. ___ (2014) (Halliburton II).

Client Alert | June 23, 2014

A New (Old) Enforcement Tool for the SEC

San Francisco partner Marc Fagel is the author of "A new (old) enforcement tool for the SEC" [PDF] published in the June 5, 2014 issue of the Daily Journal.

Client Alert | June 16, 2014

Second Circuit Requires “Significant Deference” to SEC’s Decision to Enter into Consent Decrees in Regulatory Enforcement Actions

On June 4, 2014, the United States Court of Appeals for the Second Circuit issued an important decision in United States Securities and Exchange Commission v.

Client Alert | June 5, 2014

A Second Look at the Decision in Chen v. Howard-Anderson

Palo Alto partner Paul Collins is the author of "A Second Look at the Decision in Chen v. Howard-Anderson" [PDF] published by the Delaware Business Court Insider on June 4, 2014.

Client Alert | June 4, 2014

The Supreme Court of Delaware Upholds Fee-Shifting Bylaws as Facially Valid

A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation.  In ATP Tour, Inc.

Client Alert | May 13, 2014

Applying Morrison Extra-Territorial Limits of U.S. Securities Laws, Second Circuit Rejects Claims Regarding Securities Dual Listed on U.S. and Foreign Exchanges

On May 6, 2014,  the U.S. Court of Appeals for the Second Circuit issued a ruling which continued the recent trend of further restricting the extra-territorial application of the U.S.

Client Alert | May 9, 2014

2013 Year-End Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements (Part 2)

Washington, D.C. partner Joseph Warin and associates Brendan Fleming and J. Matt Williams are the authors of "2013 Year-End Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements (Part 2)" [PDF] published in the May 2014 issue of Westlaw Journal's White Collar Crime.Part 1 of this article was published in April 2014 (http://www.gibsondunn.com/publications/Pages/2013-Year-End-Update-on-Corporate.aspx).

Client Alert | May 1, 2014

The Commodities Activities of Banks: Comments on the Federal Reserve’s Advance Notice of Proposed Rulemaking

On April 16, 2014, the public comment period for the Federal Reserve's Advance Notice of Proposed Rulemaking (ANPR) relating to the physical commodities activities of U.S.

Client Alert | April 28, 2014

Entire Fairness Revlon Standards When Control Group Is Involved

New York partner Aric Wu and associate Jefferson Bell are the authors of "Entire Fairness Revlon Standards When Control Group Is Involved" [PDF] published by the Delaware Business Court Insider on April 16, 2014.

Client Alert | April 16, 2014

M&A Report – In Chen v. Howard-Anderson, Delaware Court of Chancery Issues Important Guidance Regarding M&A Transactions

On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a "market check" as well as required proxy disclosures to stockholders in M&A transactions.

Client Alert | April 14, 2014

2013 Year-End Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements (Part 1)

Washington, D.C. partner Joseph Warin and associates Brendan Fleming and J. Matt Williams are the authors of "2013 Year-End Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements (Part 1)" [PDF] published in the April 2014 issue of Westlaw Journal's White Collar Crime.

Client Alert | April 1, 2014

Delaware Supreme Court Affirms Roadmap for Business Judgment Review in Going-Private Merger Transactions

On March 14, 2014, the Supreme Court of Delaware handed down an important decision in Kahn, et al., v. M&F Worldwide Corp., et al., No. 334, 2013 (Del.

Client Alert | March 17, 2014

Emerging from EGC Status: Transition Periods for Former EGC Issuers to Comply with Reporting and Corporate Governance Requirements

Nearly two years ago, on April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law. As part of the law's effort to encourage U.S.

Client Alert | March 12, 2014

U.S. Supreme Court Allows State-Law Securities Class Actions to Proceed

On February 26, 2014, the Supreme Court decided Chadbourne & Parke LLP v. Troice, 571 U.S. ___ (2014), ruling by a 7-2 vote that the Securities Litigation Uniform Standards Act of 1998 ("SLUSA") does not bar state-law securities class actions in which the plaintiffs allege that they purchased uncovered securities that the defendants misrepresented were backed by covered securities.

Client Alert | February 28, 2014

The Interplay Between Government Investigations and Civil Securities Litigation

Los Angeles partner Michael Farhang and associate Chris Jung are the authors of "The Interplay Between Government Investigations and Civil Securities Litigation" [PDF] published by The Review of Securities and Commodities Regulation on February 19, 2014.

Client Alert | February 19, 2014

Implications Of The SEC’s Recent Trial Losses

San Francisco partner Marc Fagel and New York associate Mary Kay Dunning are the authors of "Implications Of The SEC's Recent Trial Losses" [PDF] published by Law360 on February 5, 2014 at www.law360.com.

Client Alert | February 5, 2014

Inside the SEC: Highlights from the 41st Annual Securities Regulation Institute

Orange County partner James Moloney and associate Michael Titera are the authors of “Inside the SEC: Highlights from the 41st Annual Securities Regulation Institute” [PDF] published in the February 2014 issue of Aspen's Insights.

Client Alert | February 1, 2014

2013 Year-End Securities Litigation Update

2013 proved to be a watershed year for securities litigation, and 2014 is shaping up to be a "career killing" year for plaintiffs' lawyers specializing in 10b-5 class actions.

Client Alert | January 21, 2014

2013 Year-End Securities Enforcement Update

I.   Introduction2013 proved to be a year of major change for SEC enforcement.  As detailed in our July mid-year update, Chair Mary Jo White came on board in April 2013, and shortly thereafter named Andrew Ceresney and George Canellos as Co-Directors of the Division of Enforcement.  All three are former criminal prosecutors -- Chair White served as United States Attorney in Manhattan under President Clinton, and both Ceresney and Canellos were Assistant U.S.

Client Alert | January 13, 2014

2013 Year-End False Claims Act Update

$3.8 Billion—That is the approximate amount recovered by the federal government last year alone in settlements and judgments under the False Claims Act, 31 U.S.C.

Client Alert | January 8, 2014

2013 Year-End Update on Corporate Non-Prosecution Agreements (NPAs) and Deferred Prosecution Agreements (DPAs)

Since their emergence in the early 1990s, and especially in the past decade, Non-Prosecution Agreements (“NPAs”) and Deferred Prosecution Agreements (“DPAs”) (collectively, “agreements”) have become embedded in the toolbox of U.S.

Client Alert | January 7, 2014

2013 Year-End FCPA Update

2013 marked another year of vigorous international anti-corruption enforcement. Gibson Dunn provides a comprehensive look at developments and trends.

Client Alert | January 6, 2014

Comparing Strategies in MFW Shareholders and Siga v. PharmAthene

San Francisco partner Thad Davis and associate Leslie Wulff are the authors of “Comparing Strategies in MFW Shareholders and Siga v. PharmAthene” [PDF] published in the December 25, 2013 edition of the Delaware Business Court Insider.

Client Alert | December 25, 2013

The Final Volcker Rule

Almost three years and five months after the enactment of the Dodd-Frank Act, and about two years and two months after its implementing proposal was issued, the Volcker Rule is now final.

Client Alert | December 13, 2013

SEC Proposes Rules to Implement Crowdfunding Exemption: What Factors Will Affect Its Success?

On October 23, 2013, the Securities and Exchange Commission (the SEC or the Commission) approved the release of proposed "crowdfunding" rules implementing Title III of the 2012 Jumpstart Our Business Startups Act (the JOBS Act).

Client Alert | November 11, 2013

Financial Due Diligence and the Specter of Fraud in the Private M&A Context

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

Company Receives Credit in SEC Regulation FD Case Brought and Settled Against Former Vice President for Investor Relations

On September 6, 2013, the Securities and Exchange Commission (SEC) announced that it had brought -- and settled -- a cease-and-desist case under Regulation Fair Disclosure (Reg. FD), which requires that public companies broadly disclose material nonpublic information to the public that their covered officers and employees intentionally or inadvertently disclose to market professionals and stockholders.

Client Alert | September 12, 2013

The Meaning of Contractual Good Faith

Century City partner Joel Feuer and Los Angeles associate Benyamin Ross are the authors of “The Meaning of Contractual Good Faith” published in the September 11, 2013 issue of the Delaware Business Court Insider.

Client Alert | September 11, 2013

Evidentiary Disclosures in Parallel Criminal and Civil Cases in the United States

New York partner Lee Dunst is the author of "Evidentiary disclosures in parallel criminal and civil cases in the United States" [PDF] published in the September 2013 issue of the Newsletter of the International Bar Association Legal Practice Division.

Client Alert | September 1, 2013

The Chancery Court as ‘Gatekeeper’ in M&A Litigation

Palo Alto partner Paul Collins is the author of “The Chancery Court as ‘Gatekeeper’ in M&A Litigation” [PDF] published in the August 21, 2013 issue of the Delaware Business Court Insider.

Client Alert | August 21, 2013

When a Whistleblower Walks: Dodd-Frank and the Challenges That Employee Departures Present

Los Angeles partner Michael Farhang and Palo Alto associate Susannah Wright are the authors of "When a Whistleblower Walks: Dodd-Frank and the Challenges That Employee Departures Present" [PDF] published in the August 19, 2013 issue of Bloomberg BNA's Pension & Benefits Daily.Reproduced with permission from Pension & Benefits Daily, 160 PBD, 08/19/2013.

Client Alert | August 19, 2013

Issue Preclusion in Multijurisdictional Shareholder Derivative Litigation

Washington, D.C. partner Mark Perry and associate Geoffrey Weien are authors of “Issue Preclusion in Multijurisdictional Shareholder Derivative Litigation” [PDF] published in the August 2013 issue of Insights.

Article | August 1, 2013

Current Issues in Director and Officer Indemnification and Insurance

Washington, D.C. partner John Olson, New York partner Jonathan Dickey, Washington, D.C. partner Amy Goodman and Washington, D.C. of counsel Gillian McPhee are authors of “Current Issues in Director and Officer Indemnification and Insurance” [PDF] published in the July 2013 issue of Insights.

Client Alert | July 31, 2013

SEC Approves Final Rules to Permit Advertising in Rule 506 and Rule 144A Offerings; Also Proposes Rules to Add Additional Investor Protections

At an Open Commission Meeting on July 10, 2013, the SEC adopted long-awaited final rules to allow advertising of private securities offerings, as required by the Jumpstart Our Business Startups Act (the JOBS Act).

Client Alert | July 22, 2013