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French Market Update – July 2017

France is great again?Many of you have read positive articles on the new government in France and its freshly elected President, Emmanuel Macron. Is it real?First, one needs to understand the context: a quasi-unknown individual a year ago, Mr.

Client Alert | July 20, 2017

What the UK Election Result Means for Brexit

Theresa May's decision to call a snap UK general election has backfired.  The Conservatives emerged as the biggest party in yesterday's UK general election but lost their overall majority.  Theresa May's authority and leadership have been greatly weakened, perhaps even fatally damaged, by the shock result.  The Conservatives won 319 (down from 331) seats in the House of Commons.  A governing party needs 326 seats out of 650 seats for a majority.   The Labour party gained 29 seats, enjoying their biggest increase in the share of the vote since 1945.  A so-called "progressive alliance" between them and such of the minority parties as have indicated a willingness to work in coalition with Labour would not be sufficient to command an outright

Client Alert | June 9, 2017

What the UK’s Snap General Election Means for Brexit

The UK prime minister Theresa May has called a surprise general election for 8 June 2017.  Earlier this week she won a House of Commons vote by 522 to 13 to override the standard five year fixed term between general elections.Theresa May is hoping the early election will convert her current working majority of 17 MPs in the House of Commons into a much bigger majority (with some predictions of a "landslide" victory).  The prime minister says this will strengthen her hand in Brexit negotiations and provide the "strong and stable leadership" the country needs.Brexit negotiations will begin in earnest after the elections in France (the first round takes place on 23 April 2017, with the top two candidates facing each other in a second run-off on 7

Client Alert | April 21, 2017

2016 Mid-Year E-Discovery Update

Our 2016 Mid-Year E-Discovery Update reflects that the e-discovery landscape today generally looks much better than has in several years.

UK Government Triggers Article 50

The UK government has today triggered Article 50 – the official legal notification to the EU that the UK is going to leave the bloc.  This means that, unless otherwise agreed with the EU member states, the UK will be out of the EU by end March 2019.

Client Alert | March 29, 2017

Renewed Focus on Routes to Going Public

​Washington, D.C. counsel Jeff Steiner and San Francisco associate Sean Sullivan are the authors of "Renewed Focus on Routes to Going Public," [PDF] published in the Daily Journal on March 1, 2017.

Article | March 1, 2017

Webcast: IPO and Public Company Readiness: Cybersecurity

​Public companies face unique challenges as they confront and seek to manage cybersecurity risk. Disclosure obligations and market reactions can intensify the pressures arising from cyber threats and incidents.

Webcasts | February 28, 2017

UK Supreme Court Rules Parliament Must Hold Vote on Article 50

The Supreme Court (the UK's highest court) has ruled today that parliament must vote on whether the UK can start the process of leaving the European Union.  The Supreme Court held by a majority of eight to three that the UK government cannot trigger Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – without an act of parliament authorising it to do so.  The landmark decision upholds a High Court ruling handed down last November.  The UK government had argued that royal prerogative powers mean MPs do not need to vote on triggering Article 50.  The Supreme Court rejected this.  Withdrawal from the EU will fundamentally change the UK's constitutional arrangements because it will cut off the source of EU law: &

Client Alert | January 24, 2017

Business Yet to Get a True Fix on Brexit Consequences

London partner Charlie Geffen and Dubai partner Hardeep Plahe are the authors of "Business Yet to Get a True Fix on Brexit Consequences" [PDF] published on November 22, 2016 by Gulf News.

Article | November 22, 2016

The Trump Presidency: Selected Initial Observations and Considerations

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

UK High Court Rules That Parliament Must Vote on Triggering Article 50 Process for Brexit

The UK High Court has ruled today that parliament must vote on whether the UK can start the process of leaving the European Union.  This means the UK government cannot trigger Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – without parliamentary approval.

Client Alert | November 3, 2016

Horses for Courses Strategy Should Prevail in Deals

​Dubai partner Hardeep Plahe is the author of "Horses for Courses Strategy Should Prevail in Deals" [PDF] published on November 3, 2016 by Gulf News.

Article | November 3, 2016

China Begins Major Overhaul of its Foreign Investment Regulatory Regime

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

Brexit – UK Government Sets Out Process to Leave EU by 2019

The UK Prime Minister, Theresa May, has announced that Article 50 – the official legal notification to the EU that the UK is going to leave the bloc – will be triggered by end March 2017.  This means the UK will be out of the EU by end March 2019.   The UK will have two years from the Article 50 notice to negotiate the terms of its relationship with the EU.  Theresa May has not given any information on the type of Brexit deal the UK Government will be pursuing.  However, the Prime Minister insists that the UK will not "give up control of immigration again".  The requirement for restrictions on free movement of people may make it difficult for the UK to remain in the EU single market.

Client Alert | October 3, 2016

India – Quarterly Legal and Regulatory Update (October 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

Brexit – What We Are Hearing

As the debate widens and the complexity of the challenges of Brexit emerges, it is becoming increasingly difficult to simplify the issues at the centre of the discussion.  Much is being written and The Financial Times this week (w/c 19 September) had some interesting articles.This is what we are hearing: Whilst some academics continue to debate issues of process, the better legal view is that the Government is entitled to serve the Article 50 notice without Parliamentary approval.

Client Alert | September 22, 2016

Co-Investment: Maintaining the Right Access

​Century City partner Candice Choh and associate Andrew Friedman are the authors of "Co-Investment: Maintaining the Right Access" [PDF] published on September 1, 2016 by Private Equity International.

Article | September 1, 2016

Making a Strong Case to be Investor-Friendly

​Dubai partner Hardeep Plahe is the author of "Making a Strong Case to be Investor-Friendly" [PDF] published on July 15, 2016 by Gulf News.

Article | July 15, 2016

Key Issues for US Firms to Know about UK Decision to Brexit

​London partner A. Stephen Gillespie is the author of "Key Issues for US Firms to Know about UK Decision to Brexit" [PDF] published on July 6, 2016 by Daily Journal.

Article | July 6, 2016

Indian Government Amends Foreign Direct Investment Policy (July 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

BREXIT Update – Finance and Derivatives Markets Focus

As you will all be aware, the UK electorate voted last week to leave the European Union.  The Referendum does not itself trigger any immediate legal consequences and the actual timing for a UK exit from the EU (if at all) is uncertain.  However, the vote to leave had an immediate and direct effect on the global finance markets, with Sterling falling to a 30-year low against the Dollar, and the ratings agencies announcing a UK ratings downgrade reflective of weakening investor confidence.

Client Alert | June 29, 2016

BREXIT – What Next? Key issues if you are doing business in or with the UK and the EU

This is an update to our client alert published on June 21, 2016 in which we addressed the possible legal consequences of a vote to leave the European Union in the Referendum held in the United Kingdom on June 23, 2016.  Now that the outcome of the Referendum is known, we consider in this client alert some of the likely immediate consequences of that vote and its impact on anyone doing business in the UK.What happened on June 23?In a result announced in the early hours of June 24, the UK electorate voted, by a majority of 51.9% to 48.1%, to leave the European Union.

Client Alert | June 28, 2016

BREXIT

You will all be aware that the UK electorate voted yesterday, by a margin of 52% to 48%, to leave the European Union.  Following that vote, the UK Prime Minister, David Cameron, has announced today that he will step down in October when a new leader of the Conservative party (and, therefore, Prime Minister) will take office.  The referendum does not itself trigger any legal consequences.  The actual timing for a UK exit from the EU is uncertain.  Whilst Mr. Cameron has indicated that the UK government will not invoke the mechanisms required under the Treaty of Lisbon to trigger negotiations leading to BREXIT until a new administration is in place, the presidents of the EU institutions, in a joint statement issued today, have said that they expect the UK to give eff

Client Alert | June 24, 2016

New European Market Abuse Regime – What Do Non-EU Incorporated Issuers Need to Know?

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

What Happens If the United Kingdom Votes to Leave the European Union?

For the past few months, it has been impossible for anyone living in the United Kingdom to escape coverage of the Referendum on the UK's continued membership of the European Union.  Whilst general coverage has been extensive and unrelenting, there has been considerably less focus on what might happen after a vote to "leave" (i.e.

Client Alert | June 21, 2016

Contrôle des concentrations économiques

​Paris associate Gregory Marson is the author of chapter 24 of Dictionnaire des Régulations 2016, "Contrôle des concentrations économiques" [PDF] published by LexisNexis.

Article | June 1, 2016

India – Legal and Regulatory Update

Gibson Dunn provides a brief overview of the key legal and regulatory developments in India from October 1, 2015 to April 30, 2016.

Client Alert | May 18, 2016

The People with Significant Control Register: What You Need to Know About the New UK Regime and Steps to Take Now

I.     IntroductionWith less than a week to go before the new UK regime on "people with significant control" comes into effect, are you aware as to how this will affect you whether you are an investor with a relevant stake in an in-scope entity or if you are or have within your corporate group an in-scope entity?

Client Alert | March 30, 2016

Private Equity Participation in the Asian Oil & Gas Industry

​Singapore partner Brad Roach is the author of "Private Equity Participation in the Asian Oil & Gas Industry" [PDF] published on January 26, 2016 in the Energy and Natural Resources Expert Guide.

Article | January 26, 2016

Indian Government Amends Foreign Direct Investment Policy (December 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

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

At an October 30, 2015 open meeting, the Board of Governors of the Federal Reserve System (Federal Reserve) approved a proposed rule (Proposed Rule) that would impose Total Loss Absorbing Capacity (TLAC) and long-term debt (LTD) requirements for globally significant banks (G-SIBs).  In so doing, it anticipated by ten days the Financial Stability Board (FSB), which finalized its template for TLAC on November 9.  Although the Proposed Rule is consistent with important aspects of the FSB's TLAC requirements, its LTD requirement is more onerous.  In addition, the Proposed Rule would impose new "clean holding company" requirements on institutions subject to the rule, which would limit those companies' business activities in a wholly new manner.From the Proposed Rule, tw

Client Alert | November 18, 2015

Webcast: Hot Off the Grill! Restaurant Industry Deals – Developments in M&A and Capital Markets

​The restaurant industry has been especially active in the past few years. There have been a large number of takeovers and capital markets transactions in the sector, many of which imply lofty valuations for the companies being acquired and going public.

Webcasts | October 28, 2015

Indian Government Amends Foreign Direct Investment Policy for 2015

The Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.

Client Alert | May 15, 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

New UAE Companies Law: 10 Things You Need to Know

The new UAE Commercial Companies Law ("New CCL") will come into effect in the next 3 months. Here is a list of 10 things you need to know about the New CCL.

Client Alert | April 7, 2015

Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework

​San Francisco associates Sean Sullivan, Todd Trattner and Orange County associate Cem Surmeli are the authors of "Take Five: The SEC Now Allows Certain Issuers to Conduct Their Debt Tender Offers on a Five Day Framework" [PDF] published in the March 2015 issue of Insights.

Article | March 31, 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

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 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

M&A Report – Using Spin-offs to Raise Cash, Reduce Debt and Recapitalize

Spin-offs continue to be a prominent feature of the deal landscape; new transactions are announced on an almost weekly basis. For example, Barnes & Noble recently said that it plans to spin off its Nook business, eBay said that it would spin off PayPal, and Hewlett Packard announced that it would spin off its printer and computer business.

Client Alert | December 15, 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

Indian Government Amends Pricing Guidelines

Pursuant to a circular dated July 15, 2014 and a notification ("RBI Notification"), the Reserve Bank of India ("RBI") has amended the pricing guidelines that are applicable for the issuance or transfer of equity shares, compulsorily convertible preference shares and compulsorily convertible debentures of unlisted Indian companies.

Client Alert | July 21, 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

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

A Look Back: Regulation M-A & The “Five-Business” Day Rule

Orange County partner James Moloney and associate Tim Mullins are the authors of "A Look Back: Regulation M-A & The 'Five-Business' Day Rule" [PDF] published in the March-April issue of Deal Lawyers.

Article | March 3, 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

India Eases Restrictions on Instruments with Put and Call Options as an Exit Mechanism for Foreign Investors

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

Delisting Reloaded – German Supreme Court Abandons Cumbersome Restrictions

On November 12, 2013, the German Federal Supreme Court (Bundesgerichtshof - BGH) published a landmark judgment ("Frosta") concerning the requirements for a delisting of a public company from the regulated market in Germany.

Client Alert | November 18, 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

New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions

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

Investing in the UAE

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

Options for Business Activities in the UAE

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

UK Consults on Its AIFM Remuneration Code

Background Article 13 of the Alternative Investment Fund Managers Directive (2011/61/EU) (the "Directive") imposes restrictions on the amount and the form of remuneration that an alternative investment fund manager ("AIFM"), within the scope of the Directive, can pay to its staff.

Client Alert | September 26, 2013

Regulation E’s Remittance Definition Clarified: Bringing Mobile Payments Into the Third-Party Payment Services

Washington, D.C. associate Colin C. Richard is the author of “Regulation E’s Remittance Definition Clarified: Bringing Mobile Payments Into the Third-Party Payment Services Exclusion” [PDF] published in the September 2013 issue of Yale Law & Policy Review Inter Alia.

Client Alert | September 23, 2013

UK Corporate Governance Developments: 2013 Mid-Year Update

Gibson Dunn provides a brief summary of developments and trends in corporate governance and executive remuneration in the UK, as of summer 2013.

Client Alert | August 27, 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

SEC Lifts Ban on General Solicitation, Allowing Private Funds to Advertise

On July 10, 2013, the Commissioners of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") voted 4-1 to adopt a rule that will eliminate the prohibition against general solicitation and general advertising (together, "general solicitation") in private offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the "Securities Act").

Client Alert | July 17, 2013

Public Companies and the “End-User Exception” for Swaps: Governance Action Items

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and new Commodity Futures Trading Commission (CFTC) rules require that, subject to certain exceptions, swap counterparties clear swaps at a clearing house and execute them on a facility or exchange.  One of these exceptions is the "end-user exception," which may be available for companies that are not "financial entities" and that use swaps to manage risk.  There are several requirements that these entities must meet in order to rely on the end-user exception.  For public companies, these include taking certain governance steps that involve board-level approval of the company's use of uncleared swaps and review of company policies on swaps.  With the CFTC clearing requ

Client Alert | June 17, 2013

The High Growth Segment: A New Route to the UK’s Equity Capital Markets

This alert provides a comparison of the options now available for an issuer seeking to access the UK's equity capital markets, with a focus on the new "High Growth Segment" of the London Stock Exchange's Main Market.

Client Alert | April 12, 2013

A Quick Guide to the AIFMD for Non-EU Investment Managers

This alert provides a brief overview of the European Alternative Investment Fund Managers Directive 2011/61/EU (the "AIFMD") for alternative investment fund managers ("AIFMs") whose registered office is not in a European Union Member State (a "Non-EU AIFM").A.

Client Alert | March 7, 2013

Financial Services Act 2012: A New UK Financial Regulatory Framework – All Change?

The Financial Services Act 2012 (the "Act"), which comes into force on 1 April 2013, contains the UK government's reforms of the UK financial services regulatory structure and will create a new regulatory framework for the supervision and management of the UK's banking and financial services industry.

Client Alert | March 4, 2013

Changing of the guard

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

Inside the SEC: Highlights from the 40th Annual Securities Regulation Institute

Orange County partner James Moloney, Century City partner Ari Lanin, and Los Angeles associate Jamie Gowell are the authors of “Inside the SEC: Highlights from the 40th Annual Securities Regulation Institute” [PDF] published in the February 2013 issue of Aspen's Insights.

Article | February 15, 2013

New Investment Funds Regulations for the UAE

Dubai partners Hardeep Plahe and Chézard Ameer are the authors of "New Investment Funds Regulations for the UAE" [PDF].

Client Alert | February 1, 2013

Walking the High Wire: Guidelines for Board of Director Designees Of Private Equity Funds, Activist Stockholders and Other Investors

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

Update: New EU Short Selling Regulation

The European Union has adopted a new regulation on short selling and certain aspects of credit default swaps (Regulation (EU) 236/2012) (the "Regulation").

Client Alert | October 30, 2012

JOBS Act: FINRA Proposes Rule Changes Relating to Research Analysts and Underwriters

On September 28, 2012, the Financial Industry Regulatory Authority, Inc. ("FINRA") (f/k/a National Association of Securities Dealers, Inc. ("NASD")) filed proposed rule changes to NASD Rule 2711 with the Securities and Exchange Commission (the "SEC").

Client Alert | October 11, 2012

SEC Releases FAQs on JOBS Act Provisions Relating to Research Analysts and Underwriters

On August 22, 2012, the SEC's Division of Trading and Markets (the "Staff") released Frequently Asked Questions ("FAQs") providing the Staff's views on provisions of the Jumpstart Our Business Startups Act ("JOBS Act") relating to research analysts and underwriters.

Client Alert | September 4, 2012

The JOBS Act: What It Means for Capital Markets Practices and Capital-Raising Strategies

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

SEC Proposes Amendments to Permit Advertising in Rule 506 and Rule 144A Offerings

On August 29, 2012, the Securities and Exchange Commission (the "SEC" or the "Commission") proposed rules to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act, which requires the SEC to eliminate the prohibition against general solicitation and general advertising (together, "general solicitation") in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the "Securities Act") and Rule 144A under the Securities Act.

Client Alert | August 31, 2012

Back to Square One? German Constitutional Court Rewrites Delisting Rules

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

Ins and Outs of Purchasing Natural Gas-Fueled Power Plants

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

Foreign Venture Capital Investors Permitted to Participate in the Secondary Market

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

Jumpstart Our Business Startups (JOBS) Act Applies to Debt-Only Issuers

On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act" or the "Act") into law. While the Act and recent commentary have focused primarily on common equity issuances by "Emerging Growth Companies" (or "EGCs"), the JOBS Act also impacts companies that have issued only debt securities in registered transactions, typically pursuant to an "A/B" exchange for privately offered high-yield debt securities.

Client Alert | April 23, 2012

Mongolia’s New Securities Markets Law

After more than six years of consideration, the Mongolian Parliament is expected to adopt a new securities markets law later this year to replace the existing law, which will be a major step in Mongolia's recent efforts to bring its capital markets up to world-class standards.

Client Alert | April 20, 2012

President Obama Signs Jumpstart Our Business Startups (JOBS) Act

To update our alert of March 28, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law today. We believe the JOBS Act is the most significant modernization of the federal securities laws since the Securities and Exchange Commission's 2005 Securities Offering Reform.

Client Alert | April 5, 2012

Jumpstart Our Business Startups (JOBS) Act Changes the Public and Private Capital Markets Landscape

On March 27, 2012, the House passed the Jumpstart Our Business Startups Act ("JOBS Act"), as amended and passed by the Senate on March 22. It is widely anticipated that President Obama will quickly sign the JOBS Act into law.

Client Alert | March 28, 2012

CFTC Adopts Final Rules Implementing Real-time Public Reporting of Swap Data and Re-Proposes Rules Relating to Block Trades

Implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") requires agencies to promulgate hundreds of new rules.  The Commodity Futures Trading Commission ("CFTC") is at the forefront of implementing the derivatives title of Dodd-Frank, and is approximately halfway through issuing roughly 50 new rules.  When Congress was considering the Dodd-Frank Act, a principal hallmark of the legislation was increased transparency.  The real-time public reporting rule, recently issued by the CFTC, will dramatically change the content and amount of derivatives transactional information that is shared with the public.  It also imposes new and potentially daunting burdens on companies that use derivatives products.T

Client Alert | March 23, 2012

Risk Factors: Time for a Tune-Up

New York partner Andrew Fabens is the author of "Risk Factors: Time for a Tune-Up" [PDF] published on January 11, 2012 in CFO Magazine.

Article | January 11, 2012

SEC’s Division of Corporation Finance Releases Legal Bulletin Clarifying Expectations with Respect to Registered Offering Opinions

Registration statements under the U.S. Securities Act of 1933, as amended, generally require a signed opinion of counsel regarding the legality of the securities being offered and sold.

Client Alert | October 19, 2011

Unlocking Stockholder Value with Spin-Offs

Washington, D.C. partner Stephen Glover is the author of "Unlocking Stockholder Value with Spin-Offs" [PDF] published in the October 2011 issue of LexisNexis Emerging Issues Analysis.

Client Alert | October 1, 2011

The Securities and Exchange Board of India Once Again Takes the View That Put/Call Options Are Unenforceable under Indian Law

In a letter dated May 23, 2011, the Securities and Exchange Board of India ("SEBI", and such letter, the "SEBI Letter") took the view that put/call options governing the shares of an Indian public listed company are unenforceable.

Client Alert | August 2, 2011

SEC Adopts New Rules to Replace Use of Credit Ratings in Short-Form Eligibility Criteria

On July 26, 2011, the Securities and Exchange Commission ("SEC") adopted new rules to eliminate an issuer's credit rating as one of the "transaction requirement" criteria by which an issuer can qualify for the short-form registration process on Forms S-3 and F-3.

Client Alert | August 2, 2011

The SEC Begins to Part Ways with Credit Ratings Pursuant to Dodd-Frank Stricture

On February 9, 2011, the Securities and Exchange Commission ("SEC") proposed to amend the SEC's rules to eliminate credit rating as one of the "transaction requirement" criteria by which an issuer can qualify for the short-form registration process, most notably under Forms S-3 and F-3.

Client Alert | February 15, 2011

2010 Year-End German Law Update

The improvements in the German economy in 2010 have eased some of the restructuring pain, but have not prevented lawmakers from responding to certain deficiencies that are widely believed to have caused the financial crisis.

Client Alert | January 14, 2011

Bombay High Court Holds That Public Listed Company Shares Can Be Subjected to Preemptive Rights

On September 1, 2010, a division bench of the Bombay High Court held that consensual preemptive arrangements between shareholders in a public listed company do not violate the principle of free transferability of shares enshrined in section 111A of the Indian Companies Act, 1956 ("Companies Act").

Client Alert | October 15, 2010

Prospectus Directive amendments – discussion of key changes

London partner Dorothee Fischer-Appelt is the author of "Prospectus Directive amendments - discussion of key changes" [PDF] published in the September 2010 issue of Law and Financial Markets Review (pp.

Client Alert | September 27, 2010

U.S. Regulatory Reform Heads to the Implementation Phase

Printable PDF Dodd-Frank Wall Street Reform and Consumer Protection Act Signed by the President On July 21, 2010, President Barack Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most sweeping financial reform legislation in over a generation.

Client Alert | July 23, 2010

Restructuring in SEC Division of Corporation Finance

PDF Version On July 16, 2010, the U.S. Securities and Exchange Commission (the "SEC") announced that the Division of Corporation Finance (the "Division") will create three new specialized offices that are intended to focus the Division's resources on critically important institutions and financial products.

Client Alert | July 16, 2010

Amendments to the EU Prospectus Directive: Summary of Key Changes

This Alert summarizes certain key changes to the EU Prospectus Directive (2003/71/EC) which were approved by the EU Parliament on June 17, 2010 (the "Amending Directive").

Client Alert | June 23, 2010

Preparing for the Conference: A Comprehensive Review of the Senate Financial Reform Bill

On May 20, 2010, after three weeks of floor debate, five cloture votes, and nearly a year of development, the "Restoring American Financial Stability Act of 2010" passed the Senate by a vote of 59-39.

Client Alert | May 27, 2010

Restoring American Financial Stability Act of 2010 – A Comprehensive Review of the U.S. Senate Banking Reform Bill

On March 22, 2010, a bill seeking general reform of financial industry regulation in response to the recent financial crisis was adopted on a party-line vote by the Senate Banking Committee as the "Restoring American Financial Stability Act of 2010." It subsequently was reported to the Senate as Senate Bill 3217 (posted on the Committee's website on April 15, 2010).

Client Alert | April 23, 2010

Financial Regulatory Reform: Chairman Dodd Releases New Legislation to Reform Financial Services Industry Regulation and Enhance Consumer Protection

Gibson Dunn is closely tracking government responses to the recent turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.

Client Alert | March 17, 2010

2009 Year-End German Law Update

As the German economy continues to suffer heavily from the consequences of the global financial crisis, 2009 saw the introduction of many changes in the fields of corporate, securities and banking law.

Client Alert | January 20, 2010

SEC Proposes to Amend Securities Act Rule 163 – Proposed Change May Facilitate “Wall-Crossed” Offerings by WKSIs

On December 21, 2009, the Securities and Exchange Commission issued a proposed amendment to paragraph (c) of Rule 163 under the Securities Act of 1933, as amended.

Client Alert | January 4, 2010

Financial Regulatory Reform: Consumer Financial Protection Agency Moves Forward

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.

Client Alert | October 22, 2009

Financial Regulatory Reform: Derivatives Legislation Moves Forward in House

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.

Client Alert | October 15, 2009

Remuneration Reform: G20 – Breakthrough?

London partner Selina Sagayam is the author of "Remuneration Reform: G20 - Breakthrough?" [PDF] published in the September 30, 2009 issue of Euro Watch.

Client Alert | September 30, 2009

Financial Crisis Inquiry Commission to Begin Investigations Next Month

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.

Client Alert | September 17, 2009