D CEO named “Sale of RSP Permian Inc. to Concho Resources Inc.” as its M&A Deal of the Year on the 2018 Oil & Gas Dealmakers Awards list. Gibson Dunn was counsel to Concho Resources Inc.
Firm News | November 9, 2018
On October 3, 2018, Assistant Attorney General Makan Delrahim, head of the Justice Department's Antitrust Division, and Federal Trade Commission Chairman Joseph Simons testified before the Senate Subcommittee on Antitrust, Competition Policy and Consumer Rights.
Client Alert | November 6, 2018
U.S. News – Best Lawyers® awarded Gibson Dunn Tier 1 rankings in 132 practice area categories in its 2019 “Best Law Firms” [PDF] survey. Overall, the firm earned 169 rankings in nine metropolitan areas and nationally.
Firm News | November 1, 2018
In the current strong market environment, spin-off deals have become a regular feature of the M&A landscape as strategic companies look for ways to maximize the value of various assets. In this program, a panel of lawyers from a number of these key practice areas provided insights based on their recent experience structuring and executing spin-off transactions. They walked through the hot topics, common issues and potential work-arounds.
Webcasts | October 30, 2018
At its annual ALB Philippine Law Awards 2018, Asian Legal Business has recognized Grab’s acquisition of Uber’s Southeast Asian business as its M&A Deal of the Year and its Philippine Deal of the Year.
Firm News | October 26, 2018
On October 19, 2018, the Internal Revenue Service (the "IRS") and the Treasury Department issued proposed regulations (the "Proposed Regulations") providing rules regarding the establishment and operation of "qualified opportunity funds" and their investment in "opportunity zones."
Client Alert | October 22, 2018
On October 9, 2018, in Flood v. Synutra Intth'l, Inc., the Delaware Supreme Court further refined when in a controller transaction the procedural safeguards of Kahn v. M & F Worldwide Corp. ("MFW") must be implemented to obtain business judgment rule review of the transaction.
Client Alert | October 15, 2018
Since the result of the Brexit referendum was announced in June 2016, there has been significant commentary regarding the potential effects of the UK's withdrawal from the EU on the financial services industry.
Client Alert | October 11, 2018
This Client Alert provides an update on shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the first half of 2018.
Client Alert | October 3, 2018
On October 1, 2018, in Akorn, Inc. v. Fresenius Kabi AG, the Delaware Court of Chancery determined conclusively for the first time that a buyer had validly terminated a merger agreement due to the occurrence of a "material adverse effect" (MAE).
Client Alert | October 2, 2018
On September 25, 2018, in a speech at the 2018 Georgetown Law Global Antitrust Enforcement Symposium, Assistant Attorney General Makan Delrahim, head of the Justice Department's Antitrust Division ("DOJ"), announced his intention to significantly reduce the time needed to review proposed mergers and to reduce the burden in responding to a Request for Additional Information and Documentary Material ("Second Request") regarding proposed transactions.
Client Alert | October 1, 2018
Singapore partner Robson Lee is the author of "The fiduciary duties of directors," [PDF] published by The Business Times on September 27, 2018.
Publications | September 27, 2018
Conventional wisdom tells us that the most seller-friendly way to sell a business is through a locked box structure. This article argues that, in the MENA region, this is not universally the case and that a completion accounts structure (or a hybrid locked box/completion accounts structure) may be better suited to maximise asset value.
Client Alert | September 24, 2018
On August 13, 2018, President Trump signed the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (“FY 2019 NDAA”), an omnibus bill to authorize defense spending that includes—among other measures—legislation that will significantly expand the scope of inbound foreign investments subject to review by the Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”).
Client Alert | August 14, 2018
Please join a panel of seasoned Gibson Dunn attorneys for a presentation on how a company can best protect itself against “veil-piercing” claims and “alter ego” liability.
Webcasts | July 31, 2018
24 Gibson Dunn attorneys were recognized by Who’s Who Legal in their respective fields. In Who’s Who Legal Competition 2018, 20 attorneys were recognized for their work.
Firm News | July 9, 2018
American City Business Journals has named Houston partner Justin Stolte to The Influencers: Law, which “spotlights 100 attorneys who are having an impact on business and legal matters in communities across the nation.” The list was published on July 2, 2018.
Firm News | July 2, 2018
The Indian Market The Indian economy continues to be an attractive investment destination and one of the fastest growing major economies. After a brief period of uncertainty, following the introduction of a uniform goods and services tax and the announcement that certain banknotes would cease to be legal tender, the growth rate of the economy has begun to rebound, increasing to 7.7 percent in the first quarter of 2018, up from 6.3 percent in the previous quarter.
Client Alert | June 28, 2018
Los Angeles partner Linda Curtis and New York partner Barbara Becker were recognized as part of the IFLR1000 Women Leaders. This guide recognized 300 female attorneys that are “among the best transactional specialists in their markets and practice areas.” This guide was published June 8, 2018.
Firm News | June 8, 2018
Munich partner Markus Nauheim and associate Maximilian Hoffmann are the authors of "The new roadblock to cross-border M&A in an ever-more globalized world," [PDF] published in Financier Worldwide in the June 2018 issue.
Article | June 6, 2018
Justin Stolte has been named to Houston Business Journal’s 40 Under 40 Class of 2018, featuring “aspirational young professionals” selected for “leadership, overcoming challenges and community involvement.” His profile ran June 1, 2018.
Firm News | June 1, 2018
Gibson, Dunn & Crutcher LLP is pleased to announce that George Stamas, Mark Director, Andrew Herman, and Alexander Fine have joined the firm as partners.
Press Releases | May 17, 2018
International M&A increasingly implicates the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws, which are proliferating in major economies around the world.
Webcasts | May 10, 2018
Hong Kong partner Scott Jalowayski and Hong Kong associate James Jackson are the authors of "5 Factors Driving Private Equity In Asia," [PDF] published by Law360 on April 23, 2018.
Article | April 23, 2018
Two recent decisions confirm that, in the wake of the Delaware Supreme Court's landmark decisions in Dell and DFC, Delaware courts are taking an increasingly skeptical view of claims in appraisal actions that the "fair value" of a company's shares exceeds the deal price.
Client Alert | April 5, 2018
People often speak of forming a joint venture as if the meaning of the term "joint venture" is self-evident. However, the term "joint venture" can be used to describe a wide array of arrangements between two or more parties.
Client Alert | March 1, 2018
The subject of shareholder engagement and activism rightfully continues to be the focus of discussion in boardrooms and in-house legal departments across the country.
Webcasts | February 28, 2018
India Business Law Journal has named Tikona Digital Networks’s acquisition by Bharti Airtel, the largest mobile network operator in India, among its annual list of Deals of the Year 2017 in the mergers and acquisitions category.
Firm News | February 2, 2018
New York partners Barbara Becker and Eduardo Gallardo and New York associate Daniel Alterbaum are the authors of "Dell, DFC Global and the Changing Landscape of Appraisal Actions," [PDF] published by Financier Worldwide Magazine in February 2018.
Article | February 1, 2018
This Client Alert provides an update on shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the second half of 2017, as well as a look back at trends for the 2017 calendar year.
Client Alert | January 29, 2018
Commodity prices tend to drive M&A and A&D activity in the energy sector, and one can argue that price stability is as important, if not more important, than whether prices are high or low.
Webcasts | January 10, 2018
Enforcement of Panel Rulings A few weeks ago, the Court of Session in Edinburgh (the Court) delivered its landmark judgement in the case of The Panel on Takeovers and Mergers v David Cunningham King – the first case in which the UK Takeover Panel (the Panel) applied to court for an enforcement order pursuant to its rights under the Companies Act 2006 (the Act).
Client Alert | January 9, 2018
"May you live in interesting times" goes the old Chinese proverb, which is not meant for a friend but for an enemy. Whoever expressed such wish, interesting times have certainly come to pass for the German economy.
Client Alert | January 7, 2018
Buyers and sellers in M&A transactions sometimes structure a portion of the purchase price as an earn-out. In an earn-out structure, the buyer pays part of the purchase price at the closing and the remainder if and when the target business achieves pre-defined milestones after the closing.
Client Alert | December 19, 2017
The Delaware Supreme Court’s recent decision in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. represents the latest significant opinion from Delaware courts that has contributed to the reduction in M&A litigation by underscoring that, in an efficient market, the deal price should be accorded significant—if not complete—deference in determining fair value in appraisal actions.
Client Alert | December 18, 2017
New York partners John Pollack and Adam Offenhartz and associate Daniel Alterbaum are the authors of "10 Tips For Managing Litigation Risk In Sell-Side M&A," published by Law360 on December 13, 2017.
Article | December 13, 2017
The Chinese Ministry of Commerce ("MOFCOM") recently conditionally approved Advanced Semiconductor Engineering's proposed acquisition of Siliconware Precision Industries under China's Anti-Monopoly Law.
Client Alert | December 8, 2017
Under a buy-side representations and warranties insurance ("RWI") policy, the buyer in an M&A transaction recovers directly from an insurer for losses arising from certain breaches of the seller's representations and warranties in the acquisition agreement.
Client Alert | November 27, 2017
A critical factor in the success of a joint venture, like any business enterprise, is the effectiveness of its executive leadership. As a result, venture parties take very seriously the question of how the CEO and other senior executives of the venture will be selected.
Client Alert | November 21, 2017
New York partner John Pollack and associate Pavel Shaitanoff are the authors of "A Primer On 'Locked-Box' Deals," [PDF] published by Law360 on November 15, 2017.
Article | November 15, 2017
Buyers and sellers often agree that a target company's valuation assumes that the target will be sold on a cash-free, debt-free basis, with a normalized level of working capital.
Client Alert | November 13, 2017
Spin-off transactions offer opportunities and advantages under the right circumstances, but also come with the risk of post-transaction litigation.
Webcasts | October 31, 2017
San Francisco partner Brian Lutz and Orange County associate Colin Davis are the authors of "The Virtue of Predictability: Delaware's Place in M&A Practice," [PDF] published by Delaware Business Court Insider on October 18, 2017.
Article | October 18, 2017
State Attorneys General ("State AGs") have the authority to challenge M&A transactions under federal (and most state) antitrust laws but ordinarily do so in partnership with federal antitrust enforcers. It has historically been the case, however, that State AGs with active antitrust divisions have sought to elevate their antitrust enforcement levels during periods when they have anticipated or perceived a reduction in federal enforcement. Such an uptick in state antitrust enforcement is now in evidence and the business community should take note of the resulting enhanced risk when planning transactions and developing clearance strategies. As the Chief of the Antitrust Bureau for the New York Attorney General's office recently confirmed, New York and other st
Client Alert | October 2, 2017
Los Angeles partner Michael Farhang is the author of "'Sparton v. O'Neil': The Effect of Disclaimers on M&A Fraud Claims," [PDF] published in Delaware Business Court Insider on September 27, 2017.
Article | September 27, 2017
Singapore partner Robson Lee is the author of "Raising the bar on Singapore's corporate governance," [PDF] published by The Business Times on September 20, 2017.
Publications | September 20, 2017
When the board of a public company decides to undertake a strategic review, this may involve putting itself or some of its assets up for sale. These options may in turn be run as a formal auction or might involve (or be preceded by) more informal private discussions with a small number of parties to gauge market interest.
Client Alert | September 6, 2017
Brussels associates Pablo Figueroa and Alejandro Guerrero are the authors of "EU Merger Control in the Pharmaceutical Sector," [PDF] published in the September 2017 Eighth Edition of The Merger Control Review.
Article | September 1, 2017
Houston partner Michael Darden and associate Matt Savage are the authors of “An Overview of DrillCo Transactions and Select Drafting Considerations,” [PDF] published by the Oil, Gas & Energy Resources Law Section of the State Bar of Texas in Volume 42, Number 1: Fall 2017 of the Oil, Gas Energy Law Section Report.
Article | September 1, 2017
In M&A transactions that are structured as asset purchases, the buyer and the seller must define how the various assets and liabilities of the target business are to be divided between them. This exercise is unique to asset deals – in deals structured as mergers or stock purchases, all assets and liabilities of the target business effectively transfer to the buyer. But, in an asset deal, the parties have significantly more flexibility. This flexibility can be both a blessing and a curse. From the buyer's perspective, it allows the buyer to cherry pick which liabilities should transfer to the buyer and which liabilities should remain with the seller (leaving liabilities with the seller is obviously good for the buyer). From the seller's perspective,
Client Alert | August 25, 2017