On October 11, 2017, the Securities and Exchange Commission (SEC) unanimously voted to propose amendments to modernize and simplify disclosure requirements for public companies, as well as investment advisers and investment companies.
Client Alert | October 13, 2017
On September 21, 2017, the U.S.
Client Alert | September 26, 2017
New York partner Mark Schonfeld is the author of "The Regulatory Risks of a Deregulatory Environment," [PDF] published by Law360 on September 19, 2017.
Article | September 19, 2017
After a slow start, senior policymakers are moving forward to lead the U.S. federal financial regulatory agencies. The Senate has confirmed the Chairs of both the Commodity Futures Trading Commission and the Securities and Exchange Commission, J.
Webcasts | September 19, 2017
As of August 1st, 2017, companies newly created in France will need to declare the identity of their beneficial owners. For existing companies, the same information will have to be provided prior to April 1st, 2018.
Client Alert | July 24, 2017
Today, the European Court of Justice has rendered a landmark decision about German corporate co-determination, avoiding a "Europeanization" of the current regime.
Client Alert | July 18, 2017
In June, the Office of the Comptroller of the Currency (OCC), the regulator of national banks, federal savings associations and federal savings banks, issued additional guidance on the oversight and risk management of third-party relationships (Bulletin 2017-21).
Client Alert | July 5, 2017
San Francisco partner Marc Fagel, New York counsel Mary Kay Dunning, and New York associates Amy Mayer and Alexandra Grossbaum are the authors of "The Financial Choice Act: Legislation Curbing SEC Enforcement Powers Moves Forward," [PDF] published by The Wall Street Lawyer in July 2017.
Article | July 1, 2017
This client alert provides an overview of shareholder proposals submitted to public companies for 2017 shareholder meetings, including statistics and notable decisions from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") on no-action requests.
Client Alert | June 29, 2017
On June 1, 2017, the Public Company Accounting Oversight Board ("PCAOB" or "Board") moved ahead and adopted perhaps its most significant new standard since the Board's inception, setting requirements for significant additional disclosures in the auditor's report on an issuer's financial statements.
Client Alert | June 2, 2017
Two recent developments in employment law have caught the eyes of shareholders and plaintiffs' attorneys, and resulted in shareholder proposals and lawsuit threats against publicly traded companies. First, the Securities and Exchange Commission has sanctioned public companies for using confidentiality or separation agreements that contain language that, in the SEC's view, might discourage whistleblowing to the SEC, even when those companies never attempted to enforce the agreements against whistleblowers. Second, increased public interest in equal pay issues has spurred amendments to state and local equal pay laws, which impose stricter standards on employers. Shareholders have demanded reports from companies regarding their pay equity and promotion statistics.This client
Client Alert | May 11, 2017
On April 20, 2017, Gibson Dunn co-hosted a major conference on mergers and acquisitions and corporate governance with Columbia Law School. The conference featured speakers from academia, the judiciary, media outlets, and the law and finance industries, brought together to discuss the latest issues in both mergers and acquisitions and corporate governance in the United States and globally. In addition to seven in-depth panels, the conference featured an interview of the Hon.
Article | April 21, 2017
Washington, D.C. counsel Jeff Steiner and San Francisco associate Sean Sullivan are the authors of "Trump Administration's Fintech Policy Remains Unclear," [PDF] published by The Daily Journal on April 20, 2017.
Article | April 20, 2017
On March 27, 2017, the Supreme Court of the United States granted a petition for a writ of certiorari filed by Gibson Dunn on behalf of its client Leidos, Inc.
Client Alert | April 3, 2017
San Francisco partner Marc Fagel and Palo Alto associate Christina Yang are the authors of "SEC Enforcement By the Numbers, And The End of An Era," [PDF] published by Law360 on March 10, 2017.
Article | March 10, 2017
Over the past few years, interest in corporate social responsibility ("CSR") has increased significantly. The spotlight on CSR has led companies to expand and strengthen their CSR efforts.
Client Alert | March 9, 2017
Despite a net fall in the global M&A activity in 2016 (the total deal value amounted last year to US$ 3.7tn, down 16 % compared to 2015), French M&A market has been supported by a few domestic deals while the level of in-bound investments has dramatically dropped.
Client Alert | February 21, 2017
Topics to be discussed include: Global Enforcement and Regulatory Developments The Impact of the Election on Enforcement and Regulation Key Tips for Identifying and Addressing Top Areas of Compliance Risk
Webcasts | January 25, 2017
The Indian MarketThe Indian economy continues to be an attractive investment destination due to its sustained stable growth and implementation of further liberalisation policies by the Government of India ("Government").
Client Alert | January 19, 2017
Over the last eight years, the German economic recovery seemed very robust to any sort of political and financial turbulences occurring in the EU and world-wide.
Client Alert | January 13, 2017
Washington, D.C. counsel Jeff Steiner and San Francisco associate Sean Sullivan are the authors of "Financial Agenda on Deck at House," [PDF] published in the Daily Journal on January 11, 2017.
Article | January 11, 2017
Orange County partner James Moloney and associate Lauren Assaf are the authors of "Proxy Access a' la Private Ordering? Not So Fast!" [PDF] published in January 2017 in Deal Lawyers.
Article | January 1, 2017
On December 6, 2016, in Salman v. United States, the Supreme Court unanimously resolved a circuit split between the Courts of Appeals for the Second and Ninth Circuits over the meaning of the "personal benefit" element of insider trading law. In doing so, the Court put to rest confusion on this aspect of insider trading jurisprudence. But the murky nature of other aspects of insider trading was left untouched, leaving market participants, courts, and lawyers generally "right back where we started from" before Newman.Bassam Salman was convicted of trading on information he received from a corporate insider, after it was found that the insider had breached a fiduciary duty in giving the information. In order to find that the insider breached a fiduciary
Client Alert | December 7, 2016
New York partner Arthur Long and Washington, D.C. associate James Springer are the authors of "Dodd-Frank's future in doubt" [PDF] published by The Daily Journal on December 2, 2016.
Article | December 2, 2016
The two most influential proxy advisory firms--Institutional Shareholder Services (ISS) and Glass, Lewis & Co.
Client Alert | November 22, 2016
In recent years, an increasing number of companies have opted to hold annual shareholder meetings exclusively online--i.e., a virtual meeting without a corresponding physical meeting--rather than a virtual meeting in tandem with a physical meeting (the so-called "hybrid" approach). While hybrid approaches are generally welcome or not opposed by investors and activist shareholders, some have criticized companies holding virtual-only annual meetings, asserting that virtual meetings limit the opportunity for shareholder participation in the meeting as well as engagement with management and the board. In spite of these criticisms, just as corporate use of the internet and social media to communicate with stakeholders is growing, virtual meetings are on the rise.In 2001, I
Client Alert | November 16, 2016
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
President-elect Donald J.
Client Alert | November 14, 2016
On November 8, 2016, the French Parliament adopted a new major statute on transparency, the fight against corruption and the modernization of the economy, better known as the "Sapin 2 Law", by reference to the first Sapin Law of 1993 which improved transparency in politics and public procurements.With this new statute, broadly inspired by the US and UK regimes, France intends to comply with the highest international standards in the areas of transparency and anti-corruption.
Client Alert | November 10, 2016
On October 26, 2016, the Securities and Exchange Commission (SEC) voted (2-to-1) to issue proposed rules that would mandate the use of universal proxy cards by both issuers and dissidents in contested proxy solicitations for the election of directors. Advancing rules to require universal proxy cards has been a priority of SEC Chair Mary Jo White, and she and Commissioner Kara Stein voted to issue the proposed rules while Commissioner Michael Piwowar dissented. The SEC proposal also includes new disclosure requirements designed to ensure that voting options and standards applicable to the election of directors are clearly presented to shareholders. In issuing the proposed rules, the Commissioners supporting the rule proposals aimed to minimize the differences that currentl
Client Alert | November 1, 2016
Washington, D.C. partners Elizabeth Ising and Ronald Mueller and Dallas associate Krista Hanvey are the co-authors of "Executive Compensation Disclosure Handbook: A Practical Guide to the SEC's Executive Compensation Disclosure Rules," [PDF] published by Donnelley Financial Solutions in October 2016.
Article | October 1, 2016
San Francisco partner Ethan Dettmer and Palo Alto associate Noah Stern are the authors of "CEO Misconduct Not Required to Clawback Pay" [PDF] published on September 8, 2016 by Daily Journal.
Article | September 8, 2016
Munich partners Lutz Englisch and Mark Zimmer are the authors of "The future of German codetermination" [PDF] published in issue No. 3 of the online magazine Business Law Magazine.
Article | September 8, 2016
New York partners Lawrence Zweifach, Arthur Long, Joel Cohen, Robert Trenchard and associate Amy Mayer, and Washington, D.C. counsel Jeffrey Steiner are the authors of "Developments and Trends in CFTC Enforcement" [PDF] published in the September 7, 2016 issue of The Review of Securities & Commodities Regulation.
Article | September 7, 2016
Orange County partner James Moloney and Washington, D.C. partner Brian Lane are the authors of "Schedule 13G “Passive” Investor Status: When Being a Little Active Is Still Passive!" [PDF] published in the September-October 2016 issue of Deal Lawyers.
Article | September 1, 2016
Washington, D.C. partner Michael Diamant, of counsel Christopher Sullivan, and associate Jason Smith are the authors of "Sanctionable Practices at the World Bank: Interpretation and Enforcement" [PDF] published on August 28, 2016 by the University of Pennsylvania Journal of Business Law.
Article | August 28, 2016
Since 2010, 30 states and the District of Columbia have passed legislation authorizing for-profit "public benefit corporations" ("PBC"), known in many states just as "benefit corporations." Although these laws vary slightly by state, each requires the board of directors of a PBC to consider the public benefit, in addition to shareholder return on investment, in their decision-making.
Client Alert | August 9, 2016
On August 1, 2016, the new rule on disclosure of third-party compensation for directors and nominees adopted by The NASDAQ Stock Market LLC ("NASDAQ") took effect. Disclosure will be required in connection with annual shareholder meetings after August 1. Accordingly, for NASDAQ companies with a calendar-year end, no action is immediately required, but they should have the rule on their radar screens as they begin preparations for the next annual meeting season. In addition, we anticipate that third-party compensation will continue to be a focal point for both NASDAQ and New York Stock Exchange (NYSE) companies due to current levels of shareholder activism and as public companies continue to adopt proxy access bylaws, which typically address these arrangements.&#
Client Alert | August 4, 2016
San Francisco partner Marc Fagel is the author of "SEC's Whistleblower Program is Gaining Steam" [PDF] published on August 1, 2016 by Daily Journal.
Article | August 1, 2016
Denver partner John D.W. Partridge, Washington, D.C. partner Daniel Chung and Denver associate Micah Sucherman are the authors of "Evaluating U.S. Fraud and Abuse Compliance Controls, Including Corporate Integrity Agreement Provisions, for a Global Anti-Corruption Compliance Program" [PDF].
Article | August 1, 2016
Today a group of 13 executives at leading companies and institutional investors released "Commonsense Principles of Corporate Governance" for public companies, their boards of directors and their shareholders. The Principles are described as being intended "to provide a basic framework for sound, long-term-oriented governance" and to "promote further conversation on corporate governance." An open letter accompanying the Principles describes them as "conducive to good corporate governance, healthy public companies and the continued strength of our public markets." Full-page ads summarizing key parts of the Principles were published in national and international newspapers.The Principles, which are the product of meetings that have be
Client Alert | July 21, 2016
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
During the 2016 proxy season, more than 900 shareholder proposals were submitted to companies pursuant to Securities and Exchange Commission Rule 14a-8. The season saw shareholders' continued focus on proxy access proposals and a number of new developments in decisions from the staff of the Securities and Exchange Commission on no-action requests.
Client Alert | June 28, 2016
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
Munich Partner Mark Zimmer is the author of “Keine Ausbeutung in der Lieferkette" [PDF], an article on the Modern Slavery Act and the implications for German corporates, published in the May 2016 of the German publication WiM – Wirtschaft in Mittelfranken.
Article | May 31, 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
More than ten years have passed since the New York Stock Exchange (NYSE) began requiring annual evaluations for boards of directors and "key" committees (audit, compensation, nominating/governance), and many Nasdaq companies also conduct these evaluations annually as a matter of good governance.
Client Alert | May 25, 2016
On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") issued new Compliance and Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial measures and revised existing C&DIs on the same topic.
Client Alert | May 19, 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
The Public Company Accounting Oversight Board ("PCAOB") recently re-proposed an audit standard to amend the form and content requirements for the independent auditor's report on financial statements.
Client Alert | May 18, 2016