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
On September 10, 2014, the Securities and Exchange Commission announced an unprecedented enforcement sweep against 34 companies and individuals for alleged failures to timely file with the SEC various Section 16(a) filings (Forms 3, 4 and 5) and Schedules 13D and 13G (the "September 10 actions").
Client Alert | September 11, 2014
On July 21, 2014, the New York Department of Financial Services ("NYDFS") released a groundbreaking virtual currency regulatory framework, becoming the first state to issue comprehensive rules tailored to virtual currency businesses. The proposed framework, which has become commonly known as the "BitLicense," was the long-anticipated product of nearly a year of public hearings and other inquiries. Initially slated for a 45-day public comment period, the comment period was recently extended to October 21, 2014. This client alert provides detailed information on the scope of the proposed regulation, and discusses potential implications for the virtual currency industry.What are Virtual Currencies?Virtual currencies are digital representations of val
Client Alert | September 10, 2014
San Francisco partner Marc Fagel and Denver partner Monica Loseman are the authors of "SEC Exchange Act Section 20(b): The SEC Enforcement Division Dusts Off an Old Weapon" [PDF] published in the September 2014 issue of Wall Street Lawyer.
Client Alert | September 1, 2014
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
San Francisco partner Marc Fagel and associate Lauren Escher are the authors of “A Harbinger of the SEC’s Tough New Approach to Public Company Reporting Fraud” [PDF] published in the August 18, 2014 issue of Bloomberg BNA’s Securities Regulation & Law Report.Reproduced with permission from Securities Regulation & Law Report, 46 SRLR 1632, 08/18/2014.
Client Alert | August 18, 2014
As regulators implement Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), much of what was left vague in the statute is coming into focus.
Client Alert | July 29, 2014
Join Joel M. Cohen and Mary Kay Dunning for a discussion of lessons learned during their recent jury trial victory over the SEC in one of the longest-running insider trading cases in history.
Webcasts | July 22, 2014
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
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
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
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
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
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
Denver Of Counsel Ryan Bergsieker is the author of "Implications of the SEC's Increased Focus on Cybersecurity" [PDF] published in the May 2014, Volume 18, Issue 5 of the Wall Street Lawyer.
Client Alert | May 1, 2014
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
The Securities and Exchange Commission ("SEC") plans to review the cybersecurity defenses of registered broker-dealers and investment advisers, according to a Risk Alert issued by the SEC's Office of Compliance Inspections and Examinations ("OCIE") on April 15, 2014. The announcement of this effort comes shortly after the SEC hosted a Cybersecurity Roundtable (the "Roundtable") on March 26, 2014, during which the SEC emphasized the importance of gathering information and determining what additional steps should be taken to address threats posed by cybersecurity. What Is the Focus of the OCIE Cybersecurity Initiative?The OCIE will conduct examinations of more than 50 registered broker-dealers and registered investment adv
Client Alert | April 23, 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
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
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
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
Updated on March 11, 2014On February 12, 2014, derivatives reporting obligations under the European Market Infrastructure Regulation ("EMIR") came into force with immediate effects on all derivatives counterparties that fall under the scope of EMIR. As a result of these new trade reporting obligations, many derivatives counterparties that do not have reporting obligations or are exempt from such obligations under the laws of other jurisdictions, such as the United States, find themselves subject to reporting requirements under EMIR.
Client Alert | January 29, 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
San Francisco partner Marc Fagel is the author of "Reassessing the SEC Wells Submission" [PDF] published in the January 22, 2014 issue of The Review of Securities & Commodities Regulation.
Client Alert | January 22, 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
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
San Francisco partner Marc Fagel is the author of "2013 Year-End Securities Enforcement Update" [PDF] published in the January 2014 issue of Insights.
Client Alert | 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
San Francisco partner Marc Fagel and associate Leslie Wulff are the authors of "Public Companies: Back in the SEC Hot Seat?" [PDF] published in the September 2013 issue of Wall Street Lawyer.
Client Alert | September 30, 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
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
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
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
San Francisco Partner Marc Fagel is the author of "The SEC’s Troubling New Policy Requiring Admissions" [PDF] published in the June 24, 2013 issue of Bloomberg BNA's Securities Regulation & Law Report.Reproduced with permission from Securities Regulation & Law Report, 45 SRLR 1172, 06/24/2013.
Client Alert | June 24, 2013
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
Since the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, (Dodd-Frank Act), Gibson Dunn has been monitoring regulatory developments that affect our clients, including developments at the Consumer Financial Protection Bureau (CFPB or the Bureau).
Client Alert | June 5, 2013
Washington, D.C. partner John Sturc and associate Colin Richard are the authors of “SEC Enforcement Actions After Gabelli” [PDF] published in the May 2013 issue of Insights.
Client Alert | May 1, 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
Partners Jonathan Dickey and Michael Li-Ming Wong, and associate Nicola McMillan are the authors of “The Devil’s in the Disclosures: Compliance After Panther Partners” [PDF] published in the April 2013 issue of Insights.
Client Alert | April 1, 2013
Washington, D.C. partner F. Joseph Warin and associate Maura Logan are the authors of “Disclosing Pending FCPA Investigations” [PDF] published in the March 20, 2013 issue of The Review of Securities & Commoditites Regulation.
Client Alert | March 20, 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