On June 30, 2014, the staff of the Securities and Exchange Commission's (the "Commission") Division of Investment Management and Division of Corporation Finance (the "Staff") issued much-anticipated guidance regarding proxy advisory firms, in the form of 13 Questions and Answers. Published in Staff Legal Bulletin No. 20 ("SLB 20"), available at http://www.sec.gov/interps/legal/cfslb20.htm, the Staff's guidance addresses both (1) investment advisers' responsibilities in voting client proxies and retaining proxy advisory firms (Questions 1-5), and (2) the availability and requirements of two exemptions to the proxy rules often relied upon by proxy advisory firms (Questions 6-13).SLB 20 includes an acknowledgement that investment advisers and proxy adv
Client Alert | July 1, 2014
This alert provides an overview of shareholder proposals submitted to public companies during the 2014 proxy season, 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.
Client Alert | June 25, 2014
Munich partner Philip Martinius is author of “The Revival of Delisting” [PDF] published in the Business Law Magazine. The article deals with practical issues after German Federal Court of Justice dropped cumbersome restrictions.
Client Alert | June 24, 2014
New York partner Andrew Fabens and San Francisco associate Sean Sullivan are the authors of "Practical Strategies for Effective Management of Earnings Calls" [PDF] published in the June 2014 issue of Insights.
Article | June 2, 2014
A recent decision of the Supreme Court of Delaware may give Delaware corporations an important tool to discourage meritless shareholder litigation. In ATP Tour, Inc.
Client Alert | May 13, 2014
On May 6, 2014, the U.S. Court of Appeals for the Second Circuit issued a ruling which continued the recent trend of further restricting the extra-territorial application of the U.S.
Client Alert | May 9, 2014
Denver Of Counsel Ryan Bergsieker is the author of "Implications of the SEC's Increased Focus on Cybersecurity" [PDF] published in the May 2014, Volume 18, Issue 5 of the Wall Street Lawyer.
Client Alert | May 1, 2014
Orange County associate Michael Titera is the author of "Insights - Inside the SEC" [PDF] published in the May 2014 issue of Insights.
Client Alert | May 1, 2014
On April 15, 2014, the European Parliament adopted the Directive on Disclosure of Non-Financial and Diversity Information by Certain Large Companies and Groups (the "Directive").
Client Alert | April 29, 2014
On April 16, 2014, the public comment period for the Federal Reserve's Advance Notice of Proposed Rulemaking (ANPR) relating to the physical commodities activities of U.S.
Client Alert | April 28, 2014
The Securities and Exchange Commission ("SEC") plans to review the cybersecurity defenses of registered broker-dealers and investment advisers, according to a Risk Alert issued by the SEC's Office of Compliance Inspections and Examinations ("OCIE") on April 15, 2014. The announcement of this effort comes shortly after the SEC hosted a Cybersecurity Roundtable (the "Roundtable") on March 26, 2014, during which the SEC emphasized the importance of gathering information and determining what additional steps should be taken to address threats posed by cybersecurity. What Is the Focus of the OCIE Cybersecurity Initiative?The OCIE will conduct examinations of more than 50 registered broker-dealers and registered investment adv
Client Alert | April 23, 2014
On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a "market check" as well as required proxy disclosures to stockholders in M&A transactions.
Client Alert | April 14, 2014
Join leading lawyers from Gibson Dunn and the plaintiffs' bar for a thorough examination of the Supreme Court's recent decision interpreting the "whistleblower" protection provision of the Sarbanes-Oxley Act of 2002 ("SOX").
Webcasts | April 3, 2014
Munich associates Marcus Geiss and Katharina Saulich are the authors of “The German KAGB – A New Era for the Alternative Investment Industry?” published on March 24, 2014 in the Bloomberg BNA Securities Regulation and Law Report.Reproduced with permission from Securities Regulation & Law Report, 46 SRLR 558, 03/24/2014.
Client Alert | March 24, 2014
On March 14, 2014, the Supreme Court of Delaware handed down an important decision in Kahn, et al., v. M&F Worldwide Corp., et al., No. 334, 2013 (Del.
Client Alert | March 17, 2014
Nearly two years ago, on April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law. As part of the law's effort to encourage U.S.
Client Alert | March 12, 2014
This past Tuesday, March 4, the Supreme Court issued its first decision interpreting the "whistleblower" protection provision of the Sarbanes-Oxley Act of 2002 ("SOX"). In Lawson v. FMR LLC, No.
Client Alert | March 5, 2014
Orange County partner James Moloney and associate Tim Mullins are the authors of "A Look Back: Regulation M-A & The 'Five-Business' Day Rule" [PDF] published in the March-April issue of Deal Lawyers.
Article | March 3, 2014
Following an increase in shareholder and investor activism beyond pure executive remuneration issues in the United Kingdom in 2013, this article provides a summary of certain principles of English law and UK and European regulation applicable to UK listed public companies and their shareholders that are relevant to the expected further increase in activism in 2014.
Client Alert | February 18, 2014
San Francisco partner Marc Fagel and New York associate Mary Kay Dunning are the authors of "Implications Of The SEC's Recent Trial Losses" [PDF] published by Law360 on February 5, 2014 at www.law360.com.
Client Alert | February 5, 2014
On January 27, 2014, Institutional Shareholder Services, Inc. ("ISS") released information about its new version of QuickScore ("QuickScore 2.0"), which it will launch on February 18, 2014. In addition, after Gibson Dunn submitted a series of questions to ISS about QuickScore, on January 31, 2014, ISS issued additional guidance clarifying certain information applicable to U.S.
Client Alert | February 3, 2014
Orange County partner James Moloney and associate Michael Titera are the authors of “Inside the SEC: Highlights from the 41st Annual Securities Regulation Institute” [PDF] published in the February 2014 issue of Aspen's Insights.
Client Alert | February 1, 2014
The Office of the Comptroller of the Currency (OCC) has issued for public comment proposed guidelines (Guidelines) to establish minimum standards for risk management governance at large insured national banks, insured federal savings associations, and insured branches of non-U.S.
Client Alert | January 30, 2014
Updated on March 11, 2014On February 12, 2014, derivatives reporting obligations under the European Market Infrastructure Regulation ("EMIR") came into force with immediate effects on all derivatives counterparties that fall under the scope of EMIR. As a result of these new trade reporting obligations, many derivatives counterparties that do not have reporting obligations or are exempt from such obligations under the laws of other jurisdictions, such as the United States, find themselves subject to reporting requirements under EMIR.
Client Alert | January 29, 2014
Blockbuster fines and increasing regulatory requirements underscore the challenging environment facing today's compliance professionals. Join our experienced securities law, corporate governance, white collar defense and investigations attorneys as they discuss practical approaches for developing strong compliance programs for the year ahead.
Webcasts | January 29, 2014
On 12 November 2013, the European Securities and Markets Authority ("ESMA") published a long-awaited statement setting out guidance for investors on shareholder co-operation and "acting in concert" under the European Directive 2004/25/ac on Takeover Bids ("TBD").
Client Alert | January 28, 2014
San Francisco partner Marc Fagel is the author of "Reassessing the SEC Wells Submission" [PDF] published in the January 22, 2014 issue of The Review of Securities & Commodities Regulation.
Client Alert | January 22, 2014
2013 proved to be a watershed year for securities litigation, and 2014 is shaping up to be a "career killing" year for plaintiffs' lawyers specializing in 10b-5 class actions.
Client Alert | January 21, 2014
Gibson Dunn discusses several key shareholder proposal and corporate governance topics for public companies and their boards to consider in 2014.
Client Alert | January 16, 2014
Gibson Dunn lawyers provide a comprehensive review of German business law during 2013, in areas including corporate, M&A, antitrust, tax, labor and employment, real estate, IP and data protection.
Client Alert | January 15, 2014
I. Introduction 2013 proved to be a year of major change for SEC enforcement. As detailed in our July mid-year update, Chair Mary Jo White came on board in April 2013, and shortly thereafter named Andrew Ceresney and George Canellos as Co-Directors of the Division of Enforcement.
Client Alert | January 13, 2014
Almost three years and five months after the enactment of the Dodd-Frank Act, and about two years and two months after its implementing proposal was issued, the Volcker Rule is now final.
Client Alert | December 13, 2013
New York partner Alexander Southwell, Denver of counsel Ryan Bergsieker and New York associate Stephenie Handler are the authors of "The Cybersecurity Framework: Risk management process ...
Client Alert | December 12, 2013
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
Dallas partner Robert Little, Orange County partner James Moloney and Dallas associate Anthony Shoemaker are the authors of “New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions” [PDF], published in the November-December 2013 issue of Deal Lawyers.
Client Alert | November 1, 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
Dallas partner Robert Little and associate Jeff Henderson are the authors of “Guidance for Boards of Public Company M&A Targets” [PDF] published by Corporate Counsel on October 18, 2013.
Client Alert | October 18, 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
Orange County partner Jim Moloney and associate Nicole Behesnilian are the authors of "Lock-Ups: When Can They Give Rise to “Affiliate” Status & Potentially Implicate Rule 13e-3?" [PDF] published in the September-October 2013 issue of Deal Lawyers.
Client Alert | September 13, 2013
On September 6, 2013, the Securities and Exchange Commission (SEC) announced that it had brought -- and settled -- a cease-and-desist case under Regulation Fair Disclosure (Reg. FD), which requires that public companies broadly disclose material nonpublic information to the public that their covered officers and employees intentionally or inadvertently disclose to market professionals and stockholders.
Client Alert | September 12, 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
Washington, D.C. partner John Olson, New York partner Jonathan Dickey, Washington, D.C. partner Amy Goodman and Washington, D.C. of counsel Gillian McPhee are authors of “Current Issues in Director and Officer Indemnification and Insurance” [PDF] published in the July 2013 issue of Insights.
Client Alert | July 31, 2013
On 24 July 2013, the Code Committee of the UK Panel on Takeovers and Mergers (the Code Committee) published its Response Statement (RS 2012/1), following its consultation (PCP 2012/1) on proposals to amend the rules of the City Code on Takeovers and Mergers (the Code), the key changes relating to profit forecasts, quantified financial benefits statements and material changes in information.
Client Alert | July 30, 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
We are pleased to share with you our mid-year update on significant developments in securities litigation. Filing and settlement trends continue to show a steady state of new cases and increasingly more expensive settlements.
Client Alert | July 16, 2013
More than four years after the financial crisis, exposure to investigations and lawsuits remains real for individuals serving as directors and officers of public companies. Fortunately, the general rule still holds true that directors and officers rarely contribute to settlements and judgments out of their personal assets. However, the last four years have brought a steady wave of litigation and an increased enforcement focus from regulators. In addition to ongoing litigation stemming from the financial crisis, public companies have faced an uptick in shareholder litigation involving M&A transactions, claims brought in foreign jurisdictions, lawsuits challenging their executive compensation practices and proxy disclosures, and record levels of enforcement activity und
Client Alert | July 15, 2013
I. Overview of the First Half of 2013The first six months of 2013 represented a time of transition for the SEC's enforcement program, with a new Chairman and new Co-Directors for the Division of Enforcement at the helm. It is too soon to predict exactly how they may reshape the program – in contrast with this period four years ago, when Chairman Mary Schapiro and Enforcement Director Robert Khuzami assumed their positions in the wake of Madoff and the financial crisis and with a mandate for major reform, the new team is moving more incrementally. However, there can be little doubt that, when it comes to enforcement, the new leadership will be striking an aggressive tone. For the first time in the Commission's history, the Chairman and the Enforcem
Client Alert | July 15, 2013