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
UK SFO enters into its first DPA and unveils its first enforcement of the corporate offence of failure to prevent bribery In a judgment of November 30, 2015 in Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement (Case No: U20150854), the Crown Court has approved the United Kingdom's first deferred prosecution agreement (the "Standard Bank DPA") under the regime for DPAs brought into effect in the UK by section 45 and Schedule 17 of the Crime and Courts Act 2013.
Client Alert | December 3, 2015
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
Following the enactment of the Dodd-Frank Act, the Securities and Exchange Commission began examining a significant number of private investment fund advisers that registered with the SEC.
Webcasts | November 5, 2015
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
San Francisco partner Marc J. Fagel and Washington D.C. associate Courtney M. Brown are the authors of "SEC Picks Up The Pace On Financial Reporting Fraud Efforts" [PDF] published on October 26, 2015 by Law360.
Article | October 26, 2015
On October 8, 2015, the presidential campaign for former Secretary of State Hillary Clinton released the candidate's prescriptions for further regulation of the U.S.
Client Alert | October 22, 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
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
On September 9, 2015, the Department of Justice ("DOJ") issued a new policy memorandum, signed by Deputy Attorney General Sally Yates, regarding the prosecution of individuals in corporate fraud cases--"Individual Accountability for Corporate Wrongdoing" ("the Yates Memorandum").
Client Alert | September 11, 2015
On September 1, 2015, the Department of the Treasury, Financial Crimes Enforcement Network ("FinCEN") published a long-awaited Notice of Proposed Rulemaking ("NPRM") with new rules that would require registered investment advisers to implement Anti-Money Laundering ("AML") programs and to file Suspicious Activity Reports ("SARs") under the Bank Secrecy Act ("BSA").
Client Alert | September 1, 2015
On August 6, 2015, the European Commission issued a Delegated Regulation (the "Delegated Regulation") that requires all financial counterparties ("FCs") and non-financial counterparties ("NFCs") that exceed specified thresholds to clear certain interest rate swaps denominated in euro ("EUR"), pounds sterling ("GBP"), Japanese yen ("JPY") or US dollars ("USD") through central clearing counterparties ("CCPs"). Further, the Delegated Regulation addresses the so-called "frontloading" requirement that would require over-the-counter ("OTC") derivatives contracts subject to the mandatory clearing obligation and executed between the first authorization of a CCP under European rules (whic
Client Alert | August 19, 2015
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
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
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
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
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
Washington, D.C. partner F. Joseph Warin and associates Oleh Vretsona and Lora MacDonald are the authors of "A Practical Guide to the Use of the Commissioned Public Report as an Effective Crisis-Management Tool" [PDF] published in the Notre Dame Journal of Law, Ethics & Public Policy, Volume 29, Issue 1.
Article | June 12, 2015
Gibson Dunn partners Judith Alison Lee, Arthur Long, and Alexander Southwell, of counsel Jeffrey Steiner, and associates Stephenie Gosnell Handler and Zachary Wood are authors of the attached article recently published by Law360. They discuss the hurdles and rigorous requirements created by the New York Department of Financial Services' recently released "BitLicense" regulation, the final version of its framework for regulating digital currency firms. BitLicense Regulations Create Groundbreaking Hurdles (click on link)Judith A.
Article | June 4, 2015
New York partner Joel Cohen and Dallas associate Bennett Rawicki are the authors of “Op-Ed: Welcome News from the SEC on Forum Selection” [PDF] published in the June 1, 2015 issue of the National Law Journal.
Article | June 1, 2015
On May 20, 2015, the SEC proposed a set of new rules under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), that will modify and, in most cases, increase an investment adviser's reporting obligations under Form ADV. The SEC has also proposed several modifications to an investment adviser's record-keeping obligations relating to performance advertising under Rule 204-2. A short summary of proposed rule changes follows. 1. Proposed Amendments to Form ADV.The SEC is proposing to modify Form ADV in three significant ways. First, the proposed rules would codify and formally incorporate into Form ADV the no-action relief pr
Client Alert | May 27, 2015
The last several months have demonstrated the continued growth, volatility and regulation of the virtual currency industry. A number of Wall Street institutions and established technology companies have made sizeable investments in virtual currencies and the underlying blockchain technology, and investors aren't the only ones who continue to be interested in the development of virtual currencies.
Client Alert | May 27, 2015
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
San Francisco partner Marc Fagel and associate Shailey Jain are authors of “SEC Hits Hard on Executive Perks” [PDF] published by NYSE Governance Services.
Article | April 30, 2015
On March 25, 2015, in a unanimous vote, the U.S.
Client Alert | April 22, 2015
Implementation of the derivatives market reforms contained in Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) may fairly be characterized as a herculean effort. The Commodity Futures Trading Commission (CFTC) has finalized dozens of new rules to implement Title VII's provisions governing "swaps." Although Title VII requires the Securities and Exchange Commission (SEC or Commission) to implement similar provisions for "security-based swaps" (SBSs), the SEC's rulemaking process has lagged the CFTC's.Earlier this year, the SEC finalized two of its required rules: one (Final Regulation SBSR) governs the reporting of SBS information to registered security-based swap data repositories (SDRs) and r
Client Alert | April 8, 2015
On April 1, 2015, the Securities and Exchange Commission announced its first enforcement action against a company for including "improperly restrictive language in confidentiality agreements," SEC Press Release 2015-54, which the SEC asserted "impede[d]" employees from reporting possible securities violations to the Commission.
Client Alert | April 2, 2015
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
San Francisco partner Marc Fagel is the author of "What The SEC Enforcement Stats Really Tell Us" published March 3, 2015 by Law360.
Article | March 4, 2015
San Francisco partner Marc Fagel is the author of "The State of SEC Enforcement Heading into 2015" [PDF] published in the February 2015 issue of Insights.
Article | February 26, 2015
On February 4, 2015, the New York Department of Financial Services released revisions to its groundbreaking virtual currency regulatory framework commonly referred to as the "BitLicense."
Client Alert | February 11, 2015
On January 15, 2015, the Securities and Exchange Board of India, the securities market regulator in India ("SEBI"), announced the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations) 2015 ("2015 Regulations").
Client Alert | February 11, 2015
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
Washington, D.C. partner Judith Lee, New York partner Arthur S. Long, Los Angeles partner Marcellus McRae, Washington D.C. counsel Jeffrey L. Steiner and associate Stephenie Gosnell Handler are the authors of "Bitcoin Basics: a Primer on Virtual Currencies" [PDF] published in the January issue of the Business Law International.
Article | January 30, 2015
New York partner Avi Weitzman, Washington, D.C. of counsel Daniel P. Chung and New York associate Anna Karamigios are authors of "Second Circuit Injects New Life Into Dirks Personal Benefit Test in United States v. Newman" [PDF] published in the January 2015 issue of Insights.
Article | January 30, 2015
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
San Francisco partner Marc Fagel and associate Leslie A. Wulff are the authors of “Private Funds: Preparing for Another Year in the SEC Crosshairs” [PDF] published in the January 21, 2015 issue of The Review of Securities & Commodities Regulation.
Article | January 21, 2015
The pace of regulation and enforcement actions relating to virtual currencies has continued to pick up during the fall of 2014.
Client Alert | January 5, 2015
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
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
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