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
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard of review is a significant part of Delaware M&A practice. The chart below identifies fact patterns common to Delaware M&A and provides a preliminary assessment of the likely standard of review applicable to transactions fitting such fact patterns. However, because the Delaware courts evaluate each transaction in light of the transaction's particular set of facts and circumstances, and due to the ev
Client Alert | February 8, 2016
Los Angeles associate Daniela Stolman, San Francisco associate Sean Sullivan, and Orange County associates Michael Titera and Cem Surmeli are the authors of "Highlights from the San Diego Securities Regulation Institute" [PDF] published in the February 2016 issue of Insights.
Article | February 1, 2016
The year was yet another eventful one in securities litigation, from the Supreme Court's game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements.
Client Alert | January 25, 2016
New York partner Lawrence Zweifach is the author of "The US Department of Justice's New Policy Initiative Targeting Corporate Officers and Employees" [PDF] published on January 22, 2016 in the White Collar Crime Expert Guide.
Article | January 22, 2016
The rise of international enforcement efforts and sanctions, the intensifying impact of cyber breaches, the evolution of shareholder activism, and the growing complexity of regulatory requirements are all examples of the expansive array of challenges facing today's compliance professionals.
Webcasts | January 20, 2016
Orange County partner James Moloney, associate Cem Surmeli, and Los Angeles associate Erin Cho are the authors of "Unbundling Proposals After the Holidays" [PDF] published in the January-February 2016 issue of Deal Lawyers.
Article | January 15, 2016
From at least a numerical standpoint, 2015 was a particularly productive year for the Securities and Exchange Commission's Division of Enforcement. For the government fiscal year ended September 30, the SEC filed 807 enforcement actions, a 7% rise over fiscal 2014.
Client Alert | January 11, 2016
UK SFO enters into its first DPA and unveils its first enforcement of the corporate offence of failure to prevent bribery In a judgment of November 30, 2015 in Serious Fraud Office v Standard Bank Plc: Deferred Prosecution Agreement (Case No: U20150854), the Crown Court has approved the United Kingdom's first deferred prosecution agreement (the "Standard Bank DPA") under the regime for DPAs brought into effect in the UK by section 45 and Schedule 17 of the Crime and Courts Act 2013.
Client Alert | December 3, 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
At an October 30, 2015 open meeting, the Board of Governors of the Federal Reserve System (Federal Reserve) approved a proposed rule (Proposed Rule) that would impose Total Loss Absorbing Capacity (TLAC) and long-term debt (LTD) requirements for globally significant banks (G-SIBs). In so doing, it anticipated by ten days the Financial Stability Board (FSB), which finalized its template for TLAC on November 9. Although the Proposed Rule is consistent with important aspects of the FSB's TLAC requirements, its LTD requirement is more onerous. In addition, the Proposed Rule would impose new "clean holding company" requirements on institutions subject to the rule, which would limit those companies' business activities in a wholly new manner.From the Proposed Rule, tw
Client Alert | November 18, 2015
On October 22, 2015, the Securities and Exchange Commission's ("SEC" or "Commission") Division of Corporation Finance (the "Division") issued Staff Legal Bulletin No.
Client Alert | October 26, 2015
San Francisco partner Marc J. Fagel and Washington D.C. associate Courtney M. Brown are the authors of "SEC Picks Up The Pace On Financial Reporting Fraud Efforts" [PDF] published on October 26, 2015 by Law360.
Article | October 26, 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
On October 8, 2015, the presidential campaign for former Secretary of State Hillary Clinton released the candidate's prescriptions for further regulation of the U.S.
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
Singapore partner Robson Lee and associate Grace Chow are the authors of "Key Amendments to the Companies Act" [PDF] published on October 19, 2015 by The Deal.
Article | October 19, 2015
On September 24, 2015, the Securities and Exchange Commission announced it had voted to propose amendments to rules governing its administrative proceedings.
Client Alert | September 28, 2015
In an opinion last week, the Delaware Court of Chancery, following other recent decisions from that Court, strongly signaled that stockholder lawsuits in Delaware attacking mergers may no longer be resolved by a corporate defendant providing additional disclosures to stockholders in exchange for a broad release of claims against all defendants. Signaling the end to what has become common practice in stockholder litigation routinely challenging mergers, Vice Chancellor Glasscock noted in his decision approving a settlement in In re Riverbed Technologies that, "in light of this Memorandum Opinion," expectations that the court will approve such broad releases in exchange for additional disclosures "will be diminished or eliminated going forward."The settlement arose
Client Alert | September 24, 2015
On September 9, 2015, the Department of Justice ("DOJ") issued a new policy memorandum, signed by Deputy Attorney General Sally Yates, regarding the prosecution of individuals in corporate fraud cases--"Individual Accountability for Corporate Wrongdoing" ("the Yates Memorandum").
Client Alert | September 11, 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
On August 6, 2015, the European Commission issued a Delegated Regulation (the "Delegated Regulation") that requires all financial counterparties ("FCs") and non-financial counterparties ("NFCs") that exceed specified thresholds to clear certain interest rate swaps denominated in euro ("EUR"), pounds sterling ("GBP"), Japanese yen ("JPY") or US dollars ("USD") through central clearing counterparties ("CCPs"). Further, the Delegated Regulation addresses the so-called "frontloading" requirement that would require over-the-counter ("OTC") derivatives contracts subject to the mandatory clearing obligation and executed between the first authorization of a CCP under European rules (whic
Client Alert | August 19, 2015
Being appointed to a company's board of directors comes with serious duties and responsibilities. In Singapore, the Companies Act, Chapter 50 of Singapore ("Act"), is the main source of directors' duties.
Client Alert | August 13, 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 August 5, 2015, the SEC voted, 3-2, to adopt final rules to implement the pay ratio disclosure provision of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Consistent with their positions on the proposed rules, SEC Chair Mary Jo White and Commissioners Luis Aguilar and Kara Stein voted to adopt the rules and Commissioners Daniel Gallagher and Michael Piwowar dissented, making this Commissioner Gallagher's 16th dissent (which Gallagher indicated is a Commission record). As discussed in our September 18, 2013 blog post, Section 953(b) of the Dodd-Frank Act mandates that the SEC promulgate rules requiring companies to disclose in certain of their SEC filings (i) the median of annual total compensation
Client Alert | August 6, 2015
Today the Council of Institutional Investors ("CII"), a nonprofit association of corporate, public and union employee benefit funds and endowments that seeks to promote effective corporate governance practices for U.S.
Client Alert | August 5, 2015
Washington D.C. partner Elizabeth A. Ising and associate Kasey L. Robinson are co-authors of "Recent Developments Related to the SEC's Shareholder Proposal Rule" [PDF] published in Business Law Today's July 2015 issue.
Article | July 31, 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 2, 2015, in Hill International, Inc. v. Opportunity Partners L.P., No. 305, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision that Opportunity Partnership L.P.
Client Alert | July 16, 2015
This client alert provides an overview of shareholder proposals submitted to public companies for 2015 shareholder meetings, including statistics, notable decisions from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") on no-action requests, and information about litigation regarding shareholder proposals. I. Shareholder Proposal Statistics and Voting Results A. Shareholder Proposals SubmittedAccording to data from Institutional Shareholder Services ("ISS"), shareholders have submitted approximately 943 proposals for 2015 shareholder meetings, which surpasses the total of 901 proposals submitted
Client Alert | July 15, 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
At an open meeting held on July 1, 2015, the Securities and Exchange Commission ("SEC") issued a concept release addressing the prospect of enhanced disclosures for audit committees.
Client Alert | July 7, 2015
On June 24, 2015, in a highly anticipated move, the State of Delaware enacted legislation that (1) allows corporations to require that internal corporate claims be brought in the courts of Delaware while also prohibiting the use of any other jurisdiction as the exclusive jurisdiction and (2) prohibits stock corporations from including fee-shifting provisions for internal corporate claims in their certificates of incorporation or bylaws.
Client Alert | June 26, 2015
Gibson Dunn partners Judith Alison Lee, Arthur Long, and Alexander Southwell, of counsel Jeffrey Steiner, and associates Stephenie Gosnell Handler and Zachary Wood are authors of the attached article recently published by Law360. They discuss the hurdles and rigorous requirements created by the New York Department of Financial Services' recently released "BitLicense" regulation, the final version of its framework for regulating digital currency firms. BitLicense Regulations Create Groundbreaking Hurdles (click on link)Judith A.
Article | June 4, 2015
On May 28, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an opinion clarifying and strengthening the rights of a former director and officer to receive mandatory advancement under a corporation's charter.
Client Alert | June 1, 2015
As we reported earlier this month, the Department of Commerce, Bureau of Economic Analysis ("BEA") published a final rule in December 2014 that required certain U.S.
Client Alert | May 29, 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 last several months have demonstrated the continued growth, volatility and regulation of the virtual currency industry. A number of Wall Street institutions and established technology companies have made sizeable investments in virtual currencies and the underlying blockchain technology, and investors aren't the only ones who continue to be interested in the development of virtual currencies.
Client Alert | May 27, 2015
New York partner Jennifer Rearden and associates Jefferson Bell and Michael Marron are authors of “Stockholder Ratification of Compensation for Non-employee Directors” [PDF] published by the Delaware Business Court Insider on May 20, 2015.
Article | May 20, 2015
On May 6 and 18, 2015, in what will certainly become landmark decisions, the criminal court of Paris ruled that a same person may no longer be prosecuted and condemned twice with respect to market abuse offences for the same facts by both the Autorité des marchés financiers' (French financial markets authority) Commission des sanctions (Enforcement Committee) and a French criminal court.
Client Alert | May 19, 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 April 30, 2015, Chancellor Bouchard of the Delaware Court of Chancery issued an important decision regarding the fiduciary duties of board compensation committees in awarding compensation to non-employee directors. In Calma v. Templeton, the Court, drawing on its prior opinion in Seinfeld v. Slager, denied the defendants' motion to dismiss, under Rule 12(b)(6), a claim that the members of Citrix Systems, Inc.'s ("Citrix" or the "Company") board of directors breached their fiduciary duties in awarding compensation to non-employee directors under Citrix's equity incentive plan. In reaching this decision, the Court applied the entire fairness standard of review to the compensation committee of the board of directors' (the "Compensation Commit
Client Alert | May 11, 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 November 20, 2014, the U.S. Department of Commerce, Bureau of Economic Analysis ("BEA") published a final rule amending the Code of Federal Regulations, 15 C.F.R.
Client Alert | May 8, 2015
The Delaware Court of Chancery's endorsement of exclusive forum bylaws--bylaw provisions establishing that certain types of lawsuits relating to internal corporate governance matters may only be pursued in a designated forum--has led to the extensive use of these bylaws as a way to manage the litigation that commonly accompanies public mergers and similar transactions. In particular, following the decision in City of Providence v.
Client Alert | May 4, 2015
On April 29, 2015, the Securities and Exchange Commission ("SEC" or "Commission") voted, 3-2, to issue proposed rules implementing the pay-versus-performance disclosure requirement in Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). In summary, the proposed rules would require proxy statements or information statements setting forth executive compensation disclosure to include (1) a new compensation table setting forth for each of the five most recently completed fiscal years, the "executive compensation actually paid" (as defined in the proposed rules), total compensation as disclosed in the Summary Compensation Table, total shareholder return (TSR), and peer group TSR, and (2) based
Client Alert | May 1, 2015
On March 25, 2015, in a unanimous vote, the U.S.
Client Alert | April 22, 2015
Palo Alto partner Paul Collins and associate Michael J. Kahn are the authors of "Proposed DGCL Amendment Aims to Codify Forum Selection Bylaws" [PDF] published by the Delaware Business Court Insider on April 15, 2015.
Article | April 15, 2015