On November 12, 2013, the German Federal Supreme Court (Bundesgerichtshof - BGH) published a landmark judgment ("Frosta") concerning the requirements for a delisting of a public company from the regulated market in Germany.
Client Alert | November 18, 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
Century City partner Ari Lanin and Los Angeles associate Benyamin Ross are the authors of “Equity Repurchase Provisions, Good Faith and Fiduciary Duties” [PDF] published in the October 23, 2013 issue of the Delaware Business Court Insider.
Client Alert | October 23, 2013
London partner Wayne McArdle and associate Gareth Jones are the authors of "Prest v Petrodel Resources and VTB Capital v Nutritek: a Robust Corporate Veil" [PDF] published in the September 2013 issue of Business Law International.
Client Alert | September 27, 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
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
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
Dubai partner Hardeep Plahe and Brussels associate Alejandro Guerrero are the authors of “Changing of the guard” [PDF] published in the February 19, 2013 issue of Competition Law Insight.
Client Alert | February 19, 2013
Orange County partner James Moloney, Century City partner Ari Lanin, and Los Angeles associate Jamie Gowell are the authors of “Inside the SEC: Highlights from the 40th Annual Securities Regulation Institute” [PDF] published in the February 2013 issue of Aspen's Insights.
Article | February 15, 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
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
Dallas partner Robert Little and associate Chris Babcock are the authors of “Walking the High Wire: Guidelines for Board of Director Designees Of Private Equity Funds, Activist Stockholders and Other Investors” [PDF] published in the December 10, 2012 issue of Bloomberg/BNA's Securities Regulation & Law Report.
Client Alert | December 10, 2012
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 significant amendments to India's foreign direct investment ("FDI") policy in a variety of sectors including aviation, broadcasting, power and retail.
Client Alert | October 1, 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
On August 22, 2012, the SEC's Division of Trading and Markets (the "Staff") released Frequently Asked Questions ("FAQs") providing the Staff's views on provisions of the Jumpstart Our Business Startups Act ("JOBS Act") relating to research analysts and underwriters.
Client Alert | September 4, 2012
On August 29, 2012, the Securities and Exchange Commission (the "SEC" or the "Commission") proposed rules to implement Section 201(a) of the Jumpstart Our Business Startups (JOBS) Act, which requires the SEC to eliminate the prohibition against general solicitation and general advertising (together, "general solicitation") in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the "Securities Act") and Rule 144A under the Securities Act.
Client Alert | August 31, 2012
(A look at the latest developments in activism and related regulations in the UK and EU) This alert discusses some of the recent regulatory developments and debate in the UK and at EU level which may have an impact on institutional investors (asset managers and asset owners) and public companies and takes a look at some examples of investor activism in these jurisdictions.
Client Alert | August 10, 2012
This alert focuses on the recent approval by the Commodity Futures Trading Commission ("CFTC") of the final rules relating to the end-user exception to the mandatory clearing requirements, what the rule means for end-users, and the effects that the final rule has for various swaps and entities. Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") provided non-financial end-users that use derivatives to hedge or mitigate their commercial risks an exception from the Dodd-Frank Act's clearing requirements. While Title VII of the Dodd-Frank Act provides and the CFTC's final rule implements an exception for qualifying non-financial swap end-users with respect to clearing and trading requirements, regulators have not
Client Alert | August 3, 2012
On July 11, 2012, the German Federal Constitutional Court (Bundesverfassungsgericht -- BVerfG) released an important judgment concerning the conditions of a delisting of a public company from the regulated market in Germany.
Client Alert | July 24, 2012
Dallas partner Robert Little is the author of "Ins and Outs of Purchasing Natural Gas-Fueled Power Plants" [PDF] published in Texas Lawyer on July 16, 2012.
Client Alert | July 16, 2012
New York partner Edward Nelson and associate Timothy Abbott are the authors of "LP boards: A liability shield" [PDF] published in Private Equity Manager on June 5, 2012.
Client Alert | June 5, 2012
In recent weeks, senior officials from the SEC's Office of Compliance Inspections and Examinations ("OCIE") have revealed a three-part examination strategy for newly registered private fund advisers. Most notably, this strategy will result in tailored examinations of a significant portion of new registrants being performed over the next 12 to 24 months. With an SEC examination imminent for most newly registered private fund advisers, new registrants should consider being proactive and prepare to meet forthcoming OCIE document and data requests. Advisers would also be well-advised to remain cognizant of the increasing risk of an OCIE examination developing into an investigation by the SEC's Division of Enforcement ("Enforcement"), and look for opportuni
Client Alert | May 22, 2012
This alert focuses on the impact that Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and related regulations will likely have on both financial and nonfinancial end-users. While Title VII of the Dodd-Frank Act provides certain exceptions for swap end-users with respect to margin, clearing, execution and other requirements, regulators have not provided definitive guidance regarding these and other issues affecting end-users resulting from Title VII. Imposing costly regulatory burdens may impact end-users' abilities to efficiently hedge and manage their risks. End-user clients still have an opportunity to shape many areas through public comment; however, where final rules exist, end-user clients must (1) unders
Client Alert | May 16, 2012
The Reserve Bank of India ("RBI") recently issued a circular permitting foreign venture capital investors registered with the Securities and Exchange Board of India ("FVCI") to participate in secondary market transactions, with effect from March 19, 2012.
Client Alert | April 24, 2012