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
Dubai partner Hardeep Plahe and associate Fraser Dawson are authors of "Watch out for some big M&A plays in 2017: Regional economies could build on some high-profile deals done this year," published in Gulf News on December 19, 2016.
Article | December 19, 2016
This fast-paced program explores the latest trends, structures, pitfalls and opportunities in M&A. The presentation addresses pertinent topics including:
Webcasts | December 13, 2016
It is too early to predict with confidence the direction that antitrust policy will take in the Trump Administration, because the President-elect has not yet announced who will lead the Antitrust Division of the Department of Justice ("DOJ") or the Federal Trade Commission ("FTC"). But President-elect Trump's selection of Senator Jeff Sessions for Attorney General and an antitrust transition team consisting of former Antitrust Division Deputy Assistant Attorney General David Higbee, former FTC Commissioner Joshua Wright, and Alex Pollock of the R Street Institute suggest that some changes to the level and types of federal antitrust enforcement are likely to occur. We think antitrust enforcement and policy in the Trump Administration may roughly track th
Client Alert | December 6, 2016
Dubai partner Hardeep Plahe is the author of "Negotiations Are Not About Wanting It All" [PDF] published in the December 4, 2016 issue of Gulf News.
Article | December 4, 2016
Munich partner Ferdinand Fromholzer is the author of "Gewährleistungsversicherungen beim Unternehmenskauf sind in der Praxis angekommen" [PDF]. This commentary, published in issue 48, dated December 2, 2016, of the German publication Der Betrieb, focuses on the increased acceptance of warranty and indemnity insurances in the practice of M&A transactions.
Article | December 2, 2016
Drag-along rights, or drag rights, which give the majority owner of a company the right to force minority owners to participate in a sale of the company, can be a fiercely negotiated provision in a company's governing documents. These provisions implicate the rights a majority owner and minority owner will have in a future sale transaction, which could be years down the road and to an unknown buyer. From the perspective of a majority owner, these provisions are intended to ensure that the majority owner will be able to sell the entire company on terms and conditions, and at the time, desired by the majority owner. In negotiating these provisions, the minority owner seeks to ensure that such a sale will not disadvantage the minority. In light of what is at stake and
Client Alert | November 28, 2016
London partner Charlie Geffen and Dubai partner Hardeep Plahe are the authors of "Business Yet to Get a True Fix on Brexit Consequences" [PDF] published on November 22, 2016 by Gulf News.
Article | November 22, 2016
Defense industry transactions present dealmakers with a unique set of hurdles, from diligencing top secret programs, to novating massive government contracts, to addressing the risks of doing business in far flung and dangerous jurisdictions like Iraq or Afghanistan.
Webcasts | November 14, 2016
The battle to take control of SVG Capital was a good example of how the UK's Takeover Panel operates on a pragmatic "principles" basis rather than on a strict rules basis. And it confirmed the importance, and benefits, of participants in UK public takeover transactions discussing their tactics with the Panel prior to announcing any proposals. IntroductionPublic company takeovers in the UK are regulated by the Takeover Panel. Whilst the Takeover Code contains a set of rules the Panel has always been clear that it operates on a "principles" basis and not a "strict rules" basis. The Code is not interpreted on a strict black letter basis and the Panel often refers to the "spirit" behind various rules of the Code. Many of the
Client Alert | November 9, 2016
Dubai partner Hardeep Plahe is the author of "Horses for Courses Strategy Should Prevail in Deals" [PDF] published on November 3, 2016 by Gulf News.
Article | November 3, 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
Updated October 31, 2016 This revised alert supplements the version previously circulated on October 27, 2016. Although the 2016 Law does not contain a commencement date, we have learnt from sources at the Directorate of Investment and Company Administration that it will come into force on April 1, 2017.I. IntroductionThe Myanmar Investment Law ("2016 Law"), which replaces the Foreign Investment Law, 2012 ("2012 Law") and the Myanmar Citizen Investment Law, 2013 ("2013 Law"), has been enacted and, according to sources at the Directorate of Investment and Company Administration ("DICA"), will come into force on April 1, 2017. This new legislation follows the landmark victory of the National Leagu
Client Alert | October 27, 2016
Dubai associates Fraser Dawson and Nasser Haddad are the authors of "Keep a Lookout for the Activist Shareholder" [PDF] published on October 6, 2016 by Gulf News.
Article | October 6, 2016
The Indian MarketThe Indian economy continues to be an attractive investment destination due to its sustained stable growth and implementation of further liberalization policies by the Government of India ("Government").
Client Alert | October 3, 2016
Brussels associates Pablo Figueroa and Alejandro Guerrero are the authors of "EU Merger Control in the Pharmaceutical Sector" [PDF] published in the seventh edition of The Merger Control Review in August 2016.
Article | August 31, 2016
Dubai associates Fraser Dawson and Hanna Chalhoub are the authors of "A UAE Merger Play That Can Set Precedents" [PDF] published on August 22, 2016 by Gulf News.
Article | August 22, 2016
Palo Alto partner Lisa Fontenot is the author of "Lessons From Del. On Good Faith, Fair Dealing In Earnouts" [PDF] published on August 18, 2016 by Law360.
Article | August 18, 2016
This Client Alert provides an update on shareholder activism activity involving domestically traded public companies with equity market capitalizations above $1 billion during the first half of 2016.
Client Alert | August 16, 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
Chinese acquirers have become very active in U.S. M&A, and present a number of issues outside the typical mold for U.S. acquisitions. This panel will address the unique circumstances that deals with Chinese buyers can present, including enforceability issues, questions regarding reverse termination fees and collateral support for the fee obligations, CFIUS factors, and financing considerations, among others.
Webcasts | July 20, 2016
The Foreign Direct Investment Policy ("FDI Policy") is the primary regulation governing foreign investment in India. The Government of India ("Government") introduced several amendments to the FDI Policy through the annual Consolidated Foreign Direct Investment Policy Circular, 2016 issued on June 7, 2016 ("2016 FDI Policy") and a subsequent press note issued on June 24, 2016 ("Press Note").
Client Alert | July 1, 2016
Munich partner Markus Nauheim and associate Philipp Mangini-Guidano are the authors of an "Exclusive Q&A on Mergers & Acquisitions with Dr.
Article | July 1, 2016
Dubai associate Fraser Dawson is the author of "Getting Through an Acquisition Unscathed" [PDF] published on June 24, 2016 by Gulf News.
Article | June 24, 2016
On May 31, 2016, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued his much-anticipated merits opinion in In re: Appraisal of Dell Inc., C.A.
Client Alert | June 3, 2016
Dubai and London partner Paul Harter is the author of "A $3.5b Payout and Nothing to Show for it" [PDF] published on June 3, 2016 by Gulf News.
Article | June 3, 2016
As any investment professional located in the Middle East North Africa (MENA) region will tell you, franchise businesses have proved a very popular asset class for investors in the last few years.
Client Alert | May 31, 2016
Over the last twelve months, over fifty US publicly traded companies with a market capitalization of over $1 billion have announced plans to spin-off lines of business into independent companies. During that period, companies such as Starwood Hotels, ConAgra Foods, and Citrix Systems have announced spin-offs of one or more businesses.
Client Alert | May 31, 2016
Since our last update in March 2015, we have witnessed increasing volumes of M&A activity and a corresponding level of global competition law enforcement.
Client Alert | May 24, 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
Paris partners Bernard Grinspan, Benoît Fleury and Patrick Ledoux are the authors of "Do Not Be Afraid Of The French M&A Process" [PDF] published on April 14, 2016 by Law360.
Article | April 14, 2016
Dallas partner Robert Little and associate Mark Jackson are the authors of "Chancery Court Refuses to Review Binding Third-Party Valuation" [PDF] published on March 16, 2016 by Delaware Business Court Insider.
Article | March 16, 2016
On March 4, 2016, the Indian government through the Ministry of Corporate Affairs issued a number of notifications (the 'Notifications') which have substantially (a) amended the merger control thresholds and, (b) amended as well as extended the existing target based exemption under the merger control regulations in India for another five years.Target Based ExemptionOn March 4, 2011, the Indian government had introduced a de-minimis target based exemption (i.e., based on the valuation of assets or turnover of the target company) which excluded certain transactions from the provisions of Section 5 of the [Indian] Competition Act, 2002 (the 'Competition Act') for a period of five years.
Client Alert | March 15, 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
San Francisco partner Brian Lutz and associate Vivek Gopalan are the authors of "M&A Litigation in Delaware After 'Trulia'" [PDF] published on February 24, 2016 by Delaware Business Court Insider.
Article | 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
This Alert provides an update on shareholder activism activity involving domestically traded public companies with market capitalizations above $1 billion during the second half of 2015, together with a look back at shareholder activism throughout 2015.
Client Alert | February 2, 2016
Singapore partner Brad Roach is the author of "Private Equity Participation in the Asian Oil & Gas Industry" [PDF] published on January 26, 2016 in the Energy and Natural Resources Expert Guide.
Article | January 26, 2016
By the end of 2015, Germany has provided shelter to more than one million refugees that entered the country in the past twelve months, many without any documents of identification or even totally unregistered in some cases.
Client Alert | January 8, 2016
A comprehensive summary of criminal antitrust and competition-related enforcement activity across the world during 2015.
Client Alert | January 7, 2016
On November 24, 2015, the Government of India ("Government") effected several important amendments to India's consolidated foreign direct investment policy ("FDI Policy").
Client Alert | December 8, 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
This fast-paced program explores the latest trends, structures, pitfalls and opportunities in drafting and negotiating post-closing remedies in M&A transactions.
Webcasts | November 18, 2015
Hong Kong recently commenced the final countdown towards implementing its new competition regime, many elements of which are inspired by competition rules in Western jurisdictions. On July 17, it issued a "Commencement Notice" for the introduction of a Competition Ordinance (the "Ordinance") which is scheduled to come into force in six weeks' time, on December 14, 2015.
Client Alert | November 3, 2015
The restaurant industry has been especially active in the past few years. There have been a large number of takeovers and capital markets transactions in the sector, many of which imply lofty valuations for the companies being acquired and going public.
Webcasts | October 28, 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
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
The UK has and continues to be an open market for international buyers (whether unsolicited or recommended). Between 2013 and H1 2015, an average of 65% of firm takeover offers for UK listed companies were made by international bidders. Data from the past decade shows that over half of hostile takeovers result in success for bidders. Notwithstanding these encouraging statistics, the rules governing UK takeovers, particularly for international acquirers, can appear opaque and a challenge to navigate. Reports in the press of parties being outed and subject to the "put up or shut up" regime, "being held to statements" or being required to issue "clarificatory statements" can deter the misinformed bidder. In this Alert we seek to u
Client Alert | October 20, 2015
If you are contemplating entering into investments in foreign markets, early consideration of protections available under bilateral investment treaties (BITs) and multilateral investment treaties (MITs) is crucial. I. When should you be considering BITs and MITs?BITs and MITs protection should be considered where your investment involves a heavily regulated industry or agreements directly with a foreign state (or state-owned entity)."Investment" for these purposes, potentially covers a broad range of interests and transactions from mergers and acquisitions, joint ventures, purchases of securities or assets, project financing, concession contracts, greenfield asset development, manufacturing plant construction and, in some cases, can also exte
Client Alert | September 25, 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