On April 9, 2014, the Department of Defense ("DoD") issued an interim final rule creating a new section of the Code of Federal Regulations ("CFR") covering the National Industrial Security Program ("NISP"). These new regulations are solely focused on the Defense Security Service's ("DSS") evaluation of foreign ownership, control, or influence ("FOCI").
Client Alert | April 11, 2014
Munich associates Marcus Geiss and Katharina Saulich are the authors of “The German KAGB – A New Era for the Alternative Investment Industry?” published on March 24, 2014 in the Bloomberg BNA Securities Regulation and Law Report.Reproduced with permission from Securities Regulation & Law Report, 46 SRLR 558, 03/24/2014.
Client Alert | March 24, 2014
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
Following an increase in shareholder and investor activism beyond pure executive remuneration issues in the United Kingdom in 2013, this article provides a summary of certain principles of English law and UK and European regulation applicable to UK listed public companies and their shareholders that are relevant to the expected further increase in activism in 2014.
Client Alert | February 18, 2014
On 12 November 2013, the European Securities and Markets Authority ("ESMA") published a long-awaited statement setting out guidance for investors on shareholder co-operation and "acting in concert" under the European Directive 2004/25/ac on Takeover Bids ("TBD").
Client Alert | January 28, 2014
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
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
Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.
Client Alert | January 15, 2014
I. Introduction 2013 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.
Client Alert | January 13, 2014
The South African government may well have been surprised when Italian mining companies launched legal action challenging mining legislation aimed at addressing certain historical injustices in South African society - measures that were taken to promote human rights.
Client Alert | January 8, 2014
New York associate Liang-Ying Tan is the co-author of "Limiting Investor Access to Investment Arbitration - A Solution without a Problem?" [PDF] published in the January 2014 edition of Transnational Dispute Management.
Article | January 1, 2014
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
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
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
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
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
The Government of India ("Government") has approved several amendments to India's consolidated foreign direct investment policy ("FDI Policy"). These amendments are effective as of August 22, 2013.
Client Alert | August 29, 2013
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
On August 8, 2013, India's upper house of Parliament passed the Companies Bill, 2012 ("Companies Bill"). The Companies Bill is a new legislation that is intended to replace the existing [Indian] Companies Act, 1956, as amended ("1956 Act") which currently governs Indian companies.
Client Alert | August 22, 2013
On July 24, 2013, the First Circuit held in Sun Capital Partners III LP v. New England Teamsters & Trucking Indus. Pension Fund that a private equity fund can be jointly and severally liable in certain circumstances for pension liabilities incurred by its portfolio companies.
Client Alert | August 2, 2013
The Hiring Incentives to Restore Employment Act (the "HIRE Act"), enacted in 2010, contained provisions commonly referred to as "FATCA" that are intended to reduce the evasion of U.S.
Client Alert | July 31, 2013
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
The deadline for the implementation of the European Union Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") into German law expires on July 22, 2013.
Client Alert | July 22, 2013
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
We are pleased to share with you our mid-year update on significant developments in securities litigation. Filing and settlement trends continue to show a steady state of new cases and increasingly more expensive settlements.
Client Alert | July 16, 2013
I. Overview of the First Half of 2013The first six months of 2013 represented a time of transition for the SEC's enforcement program, with a new Chairman and new Co-Directors for the Division of Enforcement at the helm. It is too soon to predict exactly how they may reshape the program – in contrast with this period four years ago, when Chairman Mary Schapiro and Enforcement Director Robert Khuzami assumed their positions in the wake of Madoff and the financial crisis and with a mandate for major reform, the new team is moving more incrementally. However, there can be little doubt that, when it comes to enforcement, the new leadership will be striking an aggressive tone. For the first time in the Commission's history, the Chairman and the Enforcem
Client Alert | July 15, 2013
San Francisco partner Marc Fagel and New York associate Kenneth Burke are the authors of “Seven Recommendations to Assist Private Fund Managers in Navigating Heightened SEC Examination and Enforcement Activity” [PDF] published in The Hedge Fund Law Report on July 11, 2013.
Client Alert | July 11, 2013
The UK Court of Appeal recently held in the Belfairs Management case that a warranty in a sale and purchase agreement should be interpreted with regard to all of the background knowledge reasonably available to the parties at the time the agreement was entered into. The decision highlights the growing trend of the UK courts to adopt a more purposive, rather than a literal, approach to the interpretation of contracts under English law in order to give effect to the commercial intentions of the parties where the facts underlying the dispute clearly support such an interpretation and where those commercial intentions are clear. This alert provides a short summary of the facts of the Belfairs Management case, as well as a discussion of the potential implications of the decision
Client Alert | June 17, 2013
On April 10, 2013, the Obama Administration released the General Explanations of the Administration's Fiscal Year 2014 Revenue Proposals, commonly known as the "Green Book," including various proposals relating to taxation. One such proposal would facilitate investment by foreign pension funds in U.S.
Client Alert | May 22, 2013
A discussion of the Commodity Futures Trading Commission's (CFTC) new rulemakings in 2013 and how Title VII has increased the CFTC's power to create and police the derivatives markets.
Client Alert | April 22, 2013
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
Throughout the first few months of 2013, each standing committee in the House of Representatives drafted and distributed its oversight agenda for the next two years.
Client Alert | April 2, 2013
This alert provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders' rights to require companies to hold general meetings, (iii) shareholders' rights to propose resolutions at annual general meetings and (iv) recent developments in these and related areas.
Client Alert | March 15, 2013
Significant Consequences for Counterparties to Derivatives ContractsToday, a number of the principal obligations of The European Market Infrastructure Regulation ("EMIR") have entered into force with immediate effect, with wide-ranging consequences for all entities dealing in derivatives related to or affecting the European Economic Area.
Client Alert | March 15, 2013
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
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
On February 27, 2013, the U.S. Supreme Court unanimously concluded that the five-year limitations period for federal enforcement actions seeking civil penalties, such as those brought by the SEC, begins to run when the alleged fraud occurs, not when it is discovered. In an opinion authored by Chief Justice Roberts in Gabelli v. Securities and Exchange Commission, No.
Client Alert | February 27, 2013
Dubai partners Hardeep Plahe and Chézard Ameer are the authors of "New Investment Funds Regulations for the UAE" [PDF].
Client Alert | February 1, 2013
On December 21, 2012, the Commodity Futures Trading Commission ("Commission" or "CFTC") approved with a vote of 4-1 (Commissioner Sommers dissented) a final exemptive order entitled "Final Exemptive Order Regarding Compliance with Certain Swap Regulations," (the "Final Order") granting temporary conditional relief from certain provisions of the Commodity Exchange Act ("CEA") and the Commission's regulations with respect to non-U.S.
Client Alert | January 23, 2013
The Hiring Incentives to Restore Employment Act (the HIRE Act), enacted in 2010, contained provisions commonly referred to as FATCA that are intended to reduce the evasion of U.S.
Client Alert | January 22, 2013
In retrospect, 2012 likely will be remembered as another year of manifold challenges in the Eurozone and of slow consolidation rather than one of fundamental reform or renaissance.
Client Alert | January 10, 2013
In many respects, 2012 was another year of aggressive SEC enforcement. The SEC's Division of Enforcement again logged a near record number of enforcement actions. More important, the cases reflected a marked increase in the number and proportion of actions against registered investment advisers and broker-dealers, and their associated persons. This increased focus derives from a culmination of factors, including Enforcement's creation of specialized units for the asset management industry and for structured products, the hiring of industry experts, and the close collaboration between staff from Enforcement and the SEC's Office of Compliance Inspections and Examinations ("OCIE"). With the expansion of the registered private fund adviser population under fin
Client Alert | January 9, 2013
As of January 1, 2013, the Swiss residents taxed on a lump sum basis ("forfait regime") will no longer benefit from the provisions of the tax treaty between France and Switzerland.
Client Alert | January 8, 2013
The UK Financial Services Authority Publishes Consultation Paper on Implementation of AIFMD On November 14, 2012, the UK Financial Services Authority ("FSA") published the first part of its long-awaited consultation paper "CP 12/32 Implementation of the Alternative Investment Fund Managers Directive ("AIFMD") Part 1" ("CP 32").
Client Alert | November 23, 2012
After a period of intense political wrangling and lengthy delays, on 2 November 2012 the President of Myanmar signed into effect a new foreign investment law (the FIL) to replace the previous foreign investment law enacted in 1988. The new FIL comes at a time of momentous political and economic change within Myanmar that has seen the country move at an unprecedented pace in rejoining the international community after decades of isolation. Following is a summary of the key provisions of the FIL based on an unofficial translation made available to us, concluding with a brief assessment of the reception the law has received in the foreign investment community.Pertinent AuthoritiesThe FIL designates the Myanmar Investment Commission (the MIC) as the principal government organ for a
Client Alert | November 20, 2012
In Gatz Props., LLC v. Auriga Capital Corp. ("Auriga II"), the Delaware Supreme Court visited an issue that had seemingly been resolved by the Delaware Court of Chancery--whether the Limited Liability Company Act imposes fiduciary duties by default upon managers and controlling members of LLCs--and thrust the issue back into the realm of uncertainty.
Client Alert | November 12, 2012
We promised to keep you updated on the legal and regulatory developments which we identified as pending developments in our Alert "From the Shareholders' Spring to the Autumn of Activism .
Client Alert | November 6, 2012
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
The Government of India ("Indian Government") has approved a number of far-reaching amendments to India's foreign direct investment ("FDI") policy in the retail sector through the issuance of Press Note 4 of 2012 and Press Note 5 of 2012, each dated September 20, 2012.
Client Alert | September 28, 2012
Overturning a much criticized judicial precedent laid down by a Division Bench (consisting of three judges) of the Supreme Court of India ("Supreme Court") in the case of Bhatia International v. Bulk Trading S.A.
Client Alert | September 11, 2012