Today, the Supreme Court unanimously held that a company’s failure to disclose information required under SEC regulations—such as Item 303 of Regulation S-K—cannot support a private securities-fraud claim unless the omission makes the company’s affirmative statements misleading.
Client Alert | April 12, 2024
The Delaware Supreme Court announced that MFW remains the lodestar of earning the business judgment rule’s protections for all conflicted controller transactions, and a single conflict on a special committee can be fatal to those efforts.
Client Alert | April 8, 2024
The AmLaw Litigation Daily recognized Palo Alto partner Jessica Valenzuela amongst its Litigator of the Week shout outs for her win for Baker Hughes in securities litigation claiming that artificial intelligence software company C3.ai Inc. misled investors about its reseller agreement with the oil field services company.
Firm News | March 6, 2024
Law360 named Gibson Dunn one of its six Securities Groups of the Year for 2023.
Firm News | February 29, 2024
The decision raises questions as to the validity of certain stockholder consent and designation-related rights found in many public and private company stockholder agreements.
Client Alert | February 28, 2024
Our Securities Litigation Update provides an overview of the major developments in federal and state securities litigation during the last quarter of 2023.
Client Alert | February 22, 2024
The Delaware Chancery Court has invalidated Elon Musk’s $55.8 billion equity compensation package, raising important considerations for Boards and independent directors when deciding upon significant compensation awards.
Client Alert | February 5, 2024
Law360 named Gibson Dunn a Firm of the Year for 2023, featuring the law firms that received the most Practice Group of the Year awards.
Firm News | January 22, 2024
The U.S. Court of Appeals for the Second Circuit has held that the Securities and Exchange Commission (SEC) is not entitled to disgorgement unless it can show that the allegedly defrauded investors suffered financial harm.
Client Alert | November 16, 2023
The Delaware Court of Chancery has narrowed the enforceability of a “Con Ed” provision that allows a target company to seek lost stockholder premium as damages resulting from acquiror breach in a failed deal structured as a merger.
Client Alert | November 8, 2023
BTI Consulting Group recognized Gibson Dunn as a 2024 Litigation Powerhouse in Class Actions, Complex Commercial Litigation, and Securities and Finance Litigation.
Firm News | November 2, 2023
Law360 named eight Gibson Dunn partners among its 2023 MVPs.
Firm News | October 2, 2023
Dallas partner David Woodcock is author of "ESG And The Board: Avoiding Risky Business" [PDF] published by The Corporate Board September 2023.
Article | September 20, 2023
Our 2023 Mid-Year Securities Litigation Update provides an overview of the notable developments in federal and state securities litigation during the first half of 2023 across a number of different areas.
Client Alert | September 15, 2023
Our lawyers discuss the implications of a U.S. federal judge’s dismissal of a stockholder derivative suit brought by a conservative think tank against Starbucks; the suit alleged that some Starbucks diversity initiatives violated the Civil Rights Act and state anti-discrimination laws.
Client Alert | September 14, 2023
The Second Circuit decertified the class in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc., concluding that the Defendants rebutted the presumption of reliance with evidence that the generic alleged misstatements had not impacted the company’s stock price.
Client Alert | August 14, 2023
In a precedential decision on July 6, 2023, the Delaware Court of Chancery lowered stockholder-plaintiffs’ incentives to pursue meritless deal litigation by raising the standard that supplemental disclosures must meet to justify an award of attorneys’ fees from “helpful” to “material.”
Client Alert | August 2, 2023
Palo Alto partner Michael Celio and associate Wesley Sze are the authors of "Navigating the choppy waters of bylaw forum-selection clauses after Seafarers" published by the Daily Journal on June 20, 2023.
Article | June 20, 2023
In its 2023 edition, Chambers USA awarded Gibson Dunn 106 first-tier rankings, of which 36 were firm practice group rankings and 70 were individual lawyer rankings.
Firm News | June 1, 2023
The Supreme Court unanimously held that in a direct listing (just as in traditional IPOs), plaintiffs who claim that a company’s registration statement is misleading and who sue under Section 11 of the Securities Act of 1933 must plead and prove that they bought shares registered under that registration statement.
Client Alert | June 1, 2023
Gibson Dunn lawyers discuss a ruling by the Delaware Court of Chancery that a covenant not to sue cannot shield defendants from tort liability for intentional harm.
Client Alert | May 8, 2023
Lawyers from our M&A, Private Equity, and Securities Regulation and Corporate Governance groups share key lessons for public company boards and potential private equity buyers. These focus on creating a fair and open sale process, crafting honest and fulsome proxy disclosures, and prudence with written communications.
Client Alert | April 10, 2023
Our lawyers provide an overview of major developments in federal and state securities litigation over the past several months.
Client Alert | March 14, 2023
Gibson Dunn has created a Distressed Banks Resource Center to provide resources and regular updates to our clients on recent bank failures.
Client Alert | March 14, 2023
Gibson Dunn's lawyers present the latest updates on news about distressed banks.
Client Alert | March 14, 2023
On January 26, 2023, the Delaware Court of Chancery held, for the first time, that corporate officers owe a duty of oversight. Authored by Vice Chancellor J. Travis Laster, the decision denies a motion to dismiss under Rule 12(b)(6) of the Court of Chancery Rules but leaves open the possibility that the case will be dismissed under Rule 23.1 for failure to plead demand futility.
Client Alert | February 3, 2023
Gibson Dunn's lawyers tackle the important issues in securities enforcement in 2022.
Client Alert | February 2, 2023
Law360 named Gibson Dunn one of its six Securities Groups of the Year for 2022.
Firm News | January 17, 2023
Watch a selection of webcasts from Gibson Dunn's MCLE Blitz 2023.
Webcasts | January 12, 2023
Gibson, Dunn & Crutcher LLP has elected 37 lawyers to its partnership, effective January 1, 2023.
Press Releases | November 15, 2022
Denver partner Monica Loseman and associate Timothy Zimmerman and Washington, D.C. of counsel David Ware are the authors of "How Much Information Should Cos. Share With Auditors" published by Law360 on October 13, 2022.
Article | October 14, 2022
Our lawyers discuss a recent case in the Delaware Court of Chancery featuring an extraordinary order unwinding a transaction by divesting a party’s ownership of shares in a Delaware corporation and vesting ownership of those same shares in another litigant.
Client Alert | October 10, 2022
Benchmark Litigation US recognized Gibson Dunn in eight national litigation practice areas in its 2023 edition and named 69 partners as Litigation Stars and Future Stars across the U.S.
Firm News | October 6, 2022
This mid-year update provides an overview of the major developments in federal and state securities litigation in the first half of 2022.
Client Alert | September 20, 2022
Our 2021 Year-End Review, noted the Division of Enforcement under this Administration had outlined its vision of aggressive, heightened enforcement through an escalation of existing remedies. The first half of 2022 reflected the Enforcement Division pursuing the playbook as forecasted.
Client Alert | August 11, 2022
On July 15, 2022, the United States Court of Appeals for the Second Circuit held that Lorenzo v. SEC did not abrogate existing case law holding that scheme liability requires something beyond misstatements and omissions.
Client Alert | July 20, 2022
In its 2022 edition, Chambers USA awarded Gibson Dunn 101 first-tier rankings, of which 37 were firm practice group rankings and 64 were individual lawyer rankings. Overall, the firm earned 348 rankings – 104 firm practice group rankings and 244 individual lawyer rankings.
Firm News | June 1, 2022
On May 13, 2022, the Ninth Circuit affirmed a ruling that effectively bars plaintiffs from asserting federal securities law claims derivatively when a company has designated a state court venue as the exclusive forum for derivative actions.
Client Alert | May 20, 2022
Gibson, Dunn & Crutcher LLP is pleased to announce that Jessica Valenzuela has joined the firm as a partner.
Press Releases | May 17, 2022
In this recorded webcast, Gibson Dunn lawyers and an accounting expert examine purchase price adjustments in detail. The webcast includes discussions of the following: - A review of the issues that arise in negotiating purchase price adjustment provisions, and drafting tips for corporate counsel - A discussion of the common sources of post-closing adjustment disputes, and accountants’ views on how these disputes may be resolved - A litigator’s views on litigating purchase price adjustment disputes
Webcasts | May 10, 2022
Federal securities filings continued to slow during the second half of 2021. The volume of new securities cases filed in 2021 fell by 36% compared to 2020, and 51% compared to 2019. Nonetheless, federal and state securities laws continue to develop in the courts. This year-end update summarizes major developments since our last update in August 2021.
Client Alert | February 22, 2022
This year’s Annual ERISA Litigation Update summarizes key legal opinions and developments to assist plan sponsors and administrators navigating the rapidly changing ERISA litigation landscape.
Client Alert | February 22, 2022
Class actions have gradually taken root outside the US in recent years. We highlight common pitfalls and early advocacy problems that defendants typically face in these new regimes and provide an overview in which direction international class actions will develop in the years to come.
Webcasts | January 13, 2022
Our lawyers discuss a recent Delaware Court of Chancery decision that offers useful reminders to participants in Master Limited Partnership transactions about the limits of acceptable conduct under standard partnership agreement provisions.
Client Alert | November 23, 2021
Gibson, Dunn & Crutcher LLP is pleased to announce that the firm has elected 27 new partners, effective January 1, 2022.
Press Releases | November 4, 2021
BTI Consulting Group recognized Gibson Dunn as a Complex Commercial Litigation Powerhouse and a Securities and Finance Litigation Powerhouse.
Firm News | November 4, 2021
Benchmark Litigation US recognized Gibson Dunn in eight national litigation practice areas in its 2022 edition and named 79 partners as Litigation Stars and Future Stars across the U.S.
Firm News | October 13, 2021
As part of a mid-year update, Gibson Dunn lawyers highlight what you need to know in securities litigation developments and trends for the first half of 2021.
Client Alert | August 30, 2021
Gibson Dunn lawyers look at the significant developments in securities enforcement from the first six months of 2021, and consider what to expect from new leadership at the U.S. Securities & Exchange Commission and the Enforcement Division.
Client Alert | July 20, 2021
Gibson, Dunn & Crutcher LLP is pleased to announce that James J. Farrell has joined the firm as a partner in the New York office. Farrell, formerly a partner at Latham & Watkins LLP, will continue his complex civil litigation practice, with an emphasis on securities and professional liability litigation.
Press Releases | July 9, 2021