Dubai partner Hardeep Plahe is the author of "Negotiations Are Not About Wanting It All" [PDF] published in the December 4, 2016 issue of Gulf News.
Article | December 4, 2016
Drag-along rights, or drag rights, which give the majority owner of a company the right to force minority owners to participate in a sale of the company, can be a fiercely negotiated provision in a company's governing documents. These provisions implicate the rights a majority owner and minority owner will have in a future sale transaction, which could be years down the road and to an unknown buyer. From the perspective of a majority owner, these provisions are intended to ensure that the majority owner will be able to sell the entire company on terms and conditions, and at the time, desired by the majority owner. In negotiating these provisions, the minority owner seeks to ensure that such a sale will not disadvantage the minority. In light of what is at stake and
Client Alert | November 28, 2016
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 battle to take control of SVG Capital was a good example of how the UK's Takeover Panel operates on a pragmatic "principles" basis rather than on a strict rules basis. And it confirmed the importance, and benefits, of participants in UK public takeover transactions discussing their tactics with the Panel prior to announcing any proposals. IntroductionPublic company takeovers in the UK are regulated by the Takeover Panel. Whilst the Takeover Code contains a set of rules the Panel has always been clear that it operates on a "principles" basis and not a "strict rules" basis. The Code is not interpreted on a strict black letter basis and the Panel often refers to the "spirit" behind various rules of the Code. Many of the
Client Alert | November 9, 2016
Updated October 31, 2016 This revised alert supplements the version previously circulated on October 27, 2016. Although the 2016 Law does not contain a commencement date, we have learnt from sources at the Directorate of Investment and Company Administration that it will come into force on April 1, 2017.I. IntroductionThe Myanmar Investment Law ("2016 Law"), which replaces the Foreign Investment Law, 2012 ("2012 Law") and the Myanmar Citizen Investment Law, 2013 ("2013 Law"), has been enacted and, according to sources at the Directorate of Investment and Company Administration ("DICA"), will come into force on April 1, 2017. This new legislation follows the landmark victory of the National Leagu
Client Alert | October 27, 2016
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
Dubai associates Fraser Dawson and Nasser Haddad are the authors of "Keep a Lookout for the Activist Shareholder" [PDF] published on October 6, 2016 by Gulf News.
Article | October 6, 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
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
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
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
The Dubai International Financial Centre ("DIFC") was established over a decade ago as a financial services hub for the Middle East region. It has attracted over 400 global and regional financial services firms and has established Dubai as the leading regional financial centre.
Client Alert | June 6, 2016
What is the Negative Investment List? The "Negative Investment List" or "DNI" is a regulation issued under Indonesian law which sets out a list of industry sectors in Indonesia for which foreign investment is either prohibited, permitted or conditionally permitted.
Client Alert | June 6, 2016
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
As any investment professional located in the Middle East North Africa (MENA) region will tell you, franchise businesses have proved a very popular asset class for investors in the last few years.
Client Alert | May 31, 2016
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
On March 28, 2016, in a much-anticipated ruling in the Sun Capital case, the U.S. District Court for the District of Massachusetts held on remand that two private equity funds had formed a "partnership-in-fact" and were engaged in a "trade or business" and, accordingly, were jointly and severally liable for multiemployer pension plan "withdrawal liability" obligations of one of their portfolio companies.
Client Alert | March 31, 2016
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
2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.
Client Alert | February 24, 2016
Private Equity in MENA is yet to reach full maturity. Nonetheless, we know from the PE transactions completed to date that there are certain key differences in the terms of such transactions as compared to most Western markets. These differences arise, principally, for three reasons:low tax or zero tax rates (with a few notable exceptions (such as Saudi Arabia) complex structures will not help reduce taxation); lack of market practice/precedent; and lower levels of legal certainty/enforceability (as a general rule courts in MENA will not grant specific performance or injunctions, and instead limit available remedies to damages awards).We discuss some of these differences and why they exist.This article does not discuss foreign ownership restrictions or structures to deal with t
Client Alert | February 23, 2016
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
On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act of 2016 (the "Act"), an omnibus spending bill that includes a number of changes to the provisions of the Internal Revenue Code (the "Code") governing the taxation of U.S.
Client Alert | December 29, 2015
As we near the end of the calendar year, we take this opportunity to share with you our reflections on some of the key developments which have been in sharp focus of a number of our European financial sponsor clients in the second half of this year.1.Anti-Trust & Competition Law – Risks for SponsorsWhat's New?2014 saw a number of high profile landmark cartel cases involving private equity firms. The European Commission imposed a €302m fine for cartel activities undertaken by a group of high voltage cable power producers of which Goldman Sachs, through a prior portfolio entity, was involved. The Dutch Authority for Consumers and Markets imposed its first financial penalty against a financial sponsor, when it fined two private equity firms for conduct relating to their &q
Client Alert | December 10, 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
On September 8, 2014, we issued a client alert that the Luxembourg and French Ministry of Finance had signed a fourth amendment to the tax treaty between France and Luxembourg, with the potential to impose a significant tax burden on existing and future French real estate investments. Although the effective date for the amendment was previously unclear, it is now apparent that this amendment will come into effect no earlier than January 1, 2017.Under the current treaty, gains on the sale by a Luxembourg company of shares in a French or Luxembourg company holding French real estate are not taxable in France, even if those gains may also be exempt from Luxembourg tax under Luxembourg domestic law.The fourth amendment will reverse this favorable treatment.
Client Alert | November 23, 2015
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
On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 (the "Act"), which sweeps aside the rules that have governed the tax audits of partnerships since 1982. Although the new rules generally will not be effective until 2018, because the changes to partnership audits and attendant tax liability are so dramatic, and because partnerships generally may elect to apply the rules before 2018, it is important to ensure that both existing and future partnership agreements protect the interests of the partners and address the various alternatives available under the new rules. In addition, disclosure documents and regulatory filings (including filings with the Securities and Exchange Commission) will need to be modified to reflect the new law. F
Client Alert | November 12, 2015
This client alert is supplemental to our client alert dated March 11, 2015. In the March alert, we had advised that the Indian government had increased the ceiling on foreign investment in an Indian insurance company to 49% of its total outstanding share capital.
Client Alert | October 22, 2015
The Indian MarketThe Indian economy has emerged as an attractive investment destination despite the recent economic upheavals in other emerging markets.
Client Alert | October 21, 2015
The UK has and continues to be an open market for international buyers (whether unsolicited or recommended). Between 2013 and H1 2015, an average of 65% of firm takeover offers for UK listed companies were made by international bidders. Data from the past decade shows that over half of hostile takeovers result in success for bidders. Notwithstanding these encouraging statistics, the rules governing UK takeovers, particularly for international acquirers, can appear opaque and a challenge to navigate. Reports in the press of parties being outed and subject to the "put up or shut up" regime, "being held to statements" or being required to issue "clarificatory statements" can deter the misinformed bidder. In this Alert we seek to u
Client Alert | October 20, 2015
Singapore partner Brad Roach and associate Karthik Ashwin Thiagarajan are the authors of "Drilling Into New Ground" [PDF] published in the October issue of Private Equity International.
Article | October 1, 2015
If you are contemplating entering into investments in foreign markets, early consideration of protections available under bilateral investment treaties (BITs) and multilateral investment treaties (MITs) is crucial. I. When should you be considering BITs and MITs?BITs and MITs protection should be considered where your investment involves a heavily regulated industry or agreements directly with a foreign state (or state-owned entity)."Investment" for these purposes, potentially covers a broad range of interests and transactions from mergers and acquisitions, joint ventures, purchases of securities or assets, project financing, concession contracts, greenfield asset development, manufacturing plant construction and, in some cases, can also exte
Client Alert | September 25, 2015
Munich partner Markus Nauheim is the author of "The Heat is on: Update on Shareholder Activism in Germany" [PDF] published on September 3, 2015 by Business Law Magazine.
Article | September 3, 2015
Century City partner Candice Choh and Los Angeles associate Shawn Domzalski are the authors of "Stapled Considerations" [PDF] published on September 2, 2015 by Private Funds Management.
Article | September 2, 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
This Client Alert provides an update on shareholder activism activity involving publicly traded domestic companies during the first half of 2015. At the midway point of 2015, shareholder activism shows no signs of slowing.
Client Alert | August 10, 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
The Autorité des marchés financiers (French financial markets authority) (the "AMF") recently released new rules advocating prior shareholder consultation with respect to major asset disposals by French listed issuers.
Client Alert | July 29, 2015
On July 22, 2015, the United States Treasury Department (the "Treasury Department") and the United States Internal Revenue Service (the "IRS") released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the treatment of certain issuances of partnership interests in exchange for services rendered. The IRS also announced changes to prior Revenue Procedures effective upon finalization of the proposed regulations, as well as its view of the current non-applicability of such Revenue Procedures to certain fee waiver arrangements.
Article | July 28, 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
Gibson Dunn continues to monitor important developments in the EB-5 space as the September 30, 2015, deadline for reauthorization approaches. The EB-5 program allows for foreign investment in the United States in exchange for permanent resident status if, among other criteria, an investor invests at least $500,000 or $1,000,000 in a new commercial enterprise that produces at least 10 U.S.
Client Alert | June 17, 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 Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.
Client Alert | May 15, 2015
On May 4, 2015, the District Court for the Southern District of New York affirmed Bankruptcy Judge Robert D.
Client Alert | May 14, 2015
On May 4, 2015, Vice Chancellor Travis Laster of the Delaware Court of Chancery issued an opinion providing a thoughtful analysis of when the creditors of an insolvent corporation have the right to bring derivative claims, such as those alleging breach of director fiduciary duties.
Client Alert | May 11, 2015
On March 25, 2015, in a unanimous vote, the U.S.
Client Alert | April 22, 2015
Since January 2012, the U.S.
Client Alert | April 22, 2015
Munich partner Markus Nauheim and of counsel Birgit Friedl are authors of “Germany’s New Hammer to Glass Ceilings,” [PDF] published on April 15, 2015 by Private Funds Management.
Article | April 15, 2015
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