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Gibson Dunn Promotes 37 Lawyers to Partnership

Gibson, Dunn & Crutcher LLP has elected 37 lawyers to its partnership, effective January 1, 2023.

Press Releases | November 15, 2022

Gibson Dunn Adds James Hays as an Investment Funds Partner in Houston

Gibson, Dunn & Crutcher LLP is pleased to announce that James M. Hays will join the firm’s Houston office as a partner, where he will continue to counsel private fund sponsors on the organization and administration of private investment funds across a diverse range of asset classes and strategies.

Press Releases | November 7, 2022

Thirty-Nine Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide 2022

Expert Guides has named 39 Gibson Dunn partners to the 2022 edition of its Banking, Finance and Transactional Guide, which recognizes the top legal practitioners in the industry. 

Firm News | October 6, 2022

Who’s Who Legal Private Funds 2023 Recognizes Seven Gibson Dunn Partners

Seven Gibson Dunn partners were recognized in the Who’s Who Legal 2023 Private Funds guide.

Firm News | October 3, 2022

Who’s Who Legal 2022 Recognizes Gibson Dunn Partners in Thought Leaders – Mainland China & Hong Kong SAR

Three Hong Kong-based Gibson Dunn partners were featured by Who’s Who Legal in its Thought Leaders – Mainland China & Hong Kong SAR 2022 guide.

Firm News | August 24, 2022

Kira Idoko, Formerly with Brookfield Asset Management, Joins Gibson Dunn as an Investment Funds Partner in New York

Gibson, Dunn & Crutcher LLP announced today that Kira Idoko has joined the firm’s Investment Funds Practice Group in the New York office as a partner.

Press Releases | July 18, 2022

Proposed SEC Regulations Target Private Fund Advisers

Our lawyers provide an update on proposed changes by the SEC to its rules for investment advisers to private funds. The proposal, if adopted, will be a seismic shift in the regulatory landscape for private fund advisers.

Client Alert | February 15, 2022

Who’s Who Legal 2021 Guides Recognize Ten Gibson Dunn Partners

Ten Gibson Dunn partners were recognized in the Who's Who Legal 2021 Corporate Tax and Who's Who Legal 2021 Private Funds guides.

Firm News | November 5, 2021

A.J. Frey, Former General Counsel of Greenspring Associates, Rejoins Gibson Dunn in D.C.

Gibson, Dunn & Crutcher LLP is pleased to announce that A.J. Frey has rejoined the firm’s Washington, D.C. office as a partner. 

Press Releases | November 1, 2021

Who’s Who Legal 2021 Recognizes Gibson Dunn Partners in Thought Leaders – Mainland China & Hong Kong SAR

Three Hong Kong-based Gibson Dunn partners were featured by Who’s Who Legal in its Thought Leaders – Mainland China & Hong Kong SAR 2021 guide: Kelly Austin was recognized in Investigations; John Fadely was recognized in Private Funds; and Brian Gilchrist was recognized in Commercial Litigation.

Firm News | October 19, 2021

Seventeen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

Expert Guides has named 17 Gibson Dunn partners to its 2021 Guide to the World’s Leading Women in Business Law, which recognizes top female legal practitioners advising on business law.

Firm News | October 7, 2021

SEC Announces First Enforcement Action Against Alternative Data Provider for Securities Fraud, Highlighting Regulatory Risks in Growing Industry

On September 14, 2021, the SEC announced a settled enforcement action against App Annie, Inc., an alternative data provider, and the Company’s co-founder and former CEO and Chairman, for misrepresentations both to data sources in connection with the collection of data, and to investment firm subscribers regarding the data underlying its product.

Client Alert | September 20, 2021

Outlook for private equity – challenges and opportunities

Los Angeles partner Jennifer Bellah Maguire is featured in "Outlook for private equity - challenges and opportunities" [PDF] published by Financier Worldwide in its September 2021 issue.

Article | September 1, 2021

The Fashion Industry’s Challenges and Innovations in Sustainability

Los Angeles partner Jennifer Bellah Maguire and Palo Alto associate Samantha Abrams-Widdicombe are the co-authors of "The Fashion Industry's Challenges and Innovations in Sustainability," [PDF] published in the PLI Chronicle: Insights and Perspectives for the Legal Community, https://plus.pli.edu, in May 2021.

Article | June 9, 2021

Gibson Dunn Recognized in Asset Management and Government & Public Affairs by China Business Law Journal

Gibson Dunn was recognized as a leading international firm by China Business Law Journal in the Asset Management and Government & Public Affairs categories at its annual 2021 awards.

Firm News | May 19, 2021

Urgent Clarification Sought by European Supervisory Authorities on the Application of the Sustainable Finance Disclosure Regulation

On 7 January 2021, the Joint Committee of the European Supervisory Authorities (ESAs) wrote to the European Commission, requesting “urgent” clarification on several important areas of uncertainty in the application of Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector prior to the application of the majority of its requirements on 10 March 2021.

Client Alert | January 21, 2021

Gibson Dunn Ranked in The Legal 500 Asia Pacific 2021

Gibson Dunn has been recognized in 17 categories in the 2021 edition of The Legal 500 Asia Pacific. The Singapore office was ranked in the following Foreign Firms categories: Banking and Finance, Corporate and M&A, Energy, and Restructuring.

Firm News | January 15, 2021

Who’s Who Legal 2020 Guides Recognize 12 Gibson Dunn Partners

Twelve Gibson Dunn partners were recognized in Who’s Who Legal 2020 Capital Markets, Hospitality, Private Funds, and Thought Leaders: Litigation guides.

Firm News | October 30, 2020

33 Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide

Expert Guides has named 33 Gibson Dunn partners to the 2020 edition of its Banking, Finance and Transactional Guide, which recognizes the top legal practitioners in the industry.

Firm News | October 7, 2020

Law360 Names Eight Gibson Dunn Partners as 2020 MVPs

Law360 named eight Gibson Dunn partners among its 2020 MVPs. Law360 MVPs feature lawyers who have “distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.” The list was published on October 4, 2020.

Firm News | October 5, 2020

Thirteen Gibson Dunn Partners Recognized in Expert Guides’ Women in Business Law

Expert Guides has named 13 Gibson Dunn partners to its 2020 Guide to the World’s Leading Women in Business Law, which recognizes top female legal practitioners advising on business law.

Firm News | September 22, 2020

Gibson Dunn Adds Investment Funds Partner Roger Singer in New York

Gibson, Dunn & Crutcher LLP is pleased to announce that Roger Singer has joined the firm as a partner in the New York office. Singer, formerly a partner at Clifford Chance, will continue his investment funds practice.

Press Releases | September 8, 2020

Dodd-Frank 2.0: Agencies Finalize Substantial Revisions to the Covered Funds Provisions of the Volcker Rule

On June 25, 2020, the five regulatory agencies responsible for implementing the Dodd-Frank Act’s Volcker Rule finalized their rulemaking, substantially revising the “covered funds” provisions of the regulation.

Client Alert | July 7, 2020

Investor Communications by Private Equity and Real Estate Fund Managers in Light of COVID-19

As COVID-19 continues to spread throughout the globe, the ultimate effect on businesses and financial markets remains uncertain.  This alert offers practical guidance for the managers of private equity and real estate funds weighing such considerations.

Client Alert | May 7, 2020

Tax implications of benchmark reform: UK tax authority weighs in

It is expected that, from the end of 2021, London Interbank Offered Rates (“LIBORs”), which are used as reference rates in the loan, bond and derivatives markets, will cease to be published.

Client Alert | May 4, 2020

Pursuing Crisis-Related Investment Opportunities – Considerations for Private Equity Fund Managers

The coronavirus pandemic (“COVID-19”) has had far-reaching implications on virtually every aspect of the global economy, and the private equity industry has faced its share of challenges. 

Client Alert | April 30, 2020

Operating Partners and/or Captive Consultants: Recent SEC Action and Six Takeaways

On April 22, 2020, the U.S. Securities and Exchange Commission issued a settled order finding that a middle-market private equity fund adviser failed to adequately disclose that costs relating to an internal “Operations Group” would be charged to the portfolio companies of the adviser’s fund.

Client Alert | April 30, 2020

COVID-19: Fundraising Considerations for Private Investment Fund Sponsors

This briefing covers steps sponsors should consider taking when fundraising in the current environment.

Client Alert | April 27, 2020

Gibson Dunn Earns 155 Rankings from Chambers Global 2020

In the 2020 edition of Chambers Global, Gibson Dunn earned 155 total rankings – 56 firm practice group rankings and 99 individual rankings. The firm and its lawyers were recognized globally and in the Asia-Pacific, Europe, Latin America and Middle East regions, with additional recognitions in Belgium, China, France, Germany, India, Indonesia, the Philippines, Singapore, the United Arab Emirates, the United Kingdom and the United States.

Firm News | March 5, 2020

Changes to Marketing Alternative Investment Funds in the EU

The EU has adopted a package of measures which will implement some important changes to the way in which alternative investment fund managers (AIFMs) market their funds cross-border in the European Economic Area (EEA).

Client Alert | February 24, 2020

Who’s Who Legal Recognizes 15 Gibson Dunn Partners in Litigation, Corporate Tax and Private Funds

Who’s Who Legal named 15 Gibson Dunn partners to guides in their respective fields. Dubai partner Chézard Ameer, Hong Kong partner John Fadely, Los Angeles partner Jennifer Bellah Maguire, New York partners Shukie Grossman and Edward Sopher and Washington, D.C. partner C.

Firm News | January 30, 2020

Gibson Dunn Ranked in Legal 500 Asia Pacific 2020

Gibson Dunn has been recognized in 15 categories in the 2020 edition of The Legal 500 Asia Pacific. The Singapore office was ranked in the following Foreign Firms categories: Banking and Finance, Corporate and M&A, Energy and Restructuring.

Firm News | January 21, 2020

Form ADV Amendments for Non-U.S. Sponsors in Light of Re-Registration Requirement under the Securities Investment Business Law of the Cayman Islands

On June 18, 2019, the Securities Investment Business (Amendment) Law, 2019 entered into force in the Cayman Islands, significantly amending the Securities Investment Business Law (2019 Revision) (SIBL).

Client Alert | January 9, 2020

Gibson Dunn Ranked in 2020 Chambers Asia Pacific

Gibson Dunn earned 16 firm rankings and 21 individual rankings in the 2020 edition of Chambers Asia-Pacific.

Firm News | December 6, 2019

Chambers Alternative Funds 2019 Guide

New York partner Shukie Grossman, Los Angeles partner Jennifer Bellah Maguire, and Washington, D.C. partner C. William Thomas, Jr. are the authors of Chambers Alternative Funds 2019 Guide [PDF] published November 2019.

Publications | November 6, 2019

SEC Issues New Guidance for Proxy Advisors and Investment Advisers Engaged in the Proxy Voting Process

On August 21, 2019, the SEC issued new guidance regarding two elements of the proxy voting process that are influenced by proxy advisory firms: proxy voting advice issued by proxy advisors and proxy voting by investment advisers who use that proxy voting advice.

Client Alert | August 23, 2019

Best Lawyers in France 2020 Recognizes 16 Gibson Dunn Attorneys

Best Lawyers in France 2020 has recognized 16 Gibson Dunn attorneys as leading lawyers in their respective practice areas: Ahmed Baladi – Information Technology Law, Intellectual Property Law, Privacy and Data Security Law and Telecommunications Law; Nicolas Baverez – Administrative Law, Public Law and Regulatory Practice; Maïwenn Béas – Public Law; Amanda Bevan-de Bernède – Banking and Finance Law and Investment; Eric Bouffard – International Arbitration; Bertrand Delaunay – Mergers and Acquisitions Law and Private Equity Law; Jérôme Delaurière – Tax Law; Jean-Pierre Farges – Arbitration and Mediation, Banking and Finance Law, Insolvency and Reorganization Law and Litigation; Pierre-Emmanuel Fender - Insolvency and Reorganization Law; Benoît Fleury – Corporate Law

Firm News | July 1, 2019

Gibson Dunn Ranked in Legal 500 EMEA 2019

The Legal 500 EMEA 2019 has recommended Gibson Dunn in 14 categories in Belgium, France, Germany and UAE. The firm was recognized in Competition – EU and Global in Belgium; Administrative and Public Law, Dispute Resolution – Commercial Litigation Industry Focus – IT, Telecoms and the Internet, Insolvency, Insurance, Mergers and Acquisitions, and Tax in France; Antitrust, Compliance, Internal Investigations and Private Equity in Germany; and Corporate and M&A and Investment Funds in UAE.

Firm News | April 19, 2019

Gibson Dunn Ranked in 2019 Chambers Asia Pacific

Gibson Dunn earned 12 firm rankings and 21 individual rankings in the 2019 edition of Chambers Asia-Pacific.

Firm News | November 29, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

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

Who’s Who Legal Recognizes Twelve Gibson Dunn Partners

Twelve Gibson Dunn partners were recognized by Who’s Who Legal in their respective fields. In Who’s Who Legal Private Funds 2019, Dubai partner Chézard Ameer, Hong Kong partner John Fadely, Los Angeles partner Jennifer Bellah Maguire, New York partners Shukie Grossman, Edward Nelson and Edward Sopher, and Washington, D.C. partner C.

Firm News | October 30, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

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

SEC Warns Public Companies on Cyber-Fraud Controls

On October 16, 2018, the Securities and Exchange Commission issued a report warning public companies about the importance of internal controls to prevent cyber fraud.  The report described the SEC Division of Enforcement's investigation of multiple public companies which had collectively lost nearly $100 million in a range of cyber-scams typically involving phony emails requesting payments to vendors or corporate executives.

Client Alert | October 17, 2018

Financing Arrangements and Documentation: Considerations Ahead of Brexit

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

M&A Report – 2018 Mid-Year Activism Update

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

M&A Report – Fresenius Marks a Watershed Development in the Analysis of “Material Adverse Effect” Clauses

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

2018 Mid-Year Securities Enforcement Update

I. Significant Developments A. Introduction For a brief moment in time, after several years with as many as 3 of the 5 commissioner seats vacant, the SEC was operating at full force, with the January 2018 swearing in of newest commissioners Hester Peirce and Robert Jackson.

Client Alert | July 30, 2018

FinCEN Issues FAQs on Customer Due Diligence Regulation

On April 3, 2018, FinCEN issued its long-awaited Frequently Asked Questions Regarding Customer Due Diligence Requirements for Financial Institutions, FIN-2018-G001.

Client Alert | April 23, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

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

Compliance Reminders for Private Fund Advisers – 2018

Private fund advisers are subject to a number of regulatory reporting requirements and other compliance obligations, many of which need to be completed on an annual basis.

Client Alert | February 14, 2018

Public Company Virtual-Only Annual Meetings

Palo Alto partner Lisa Fontenot is the author of "Public Company Virtual-Only Annual Meetings," [PDF] published in The American Bar Association's The Business Lawyer Vol.73, Winter 2017-2018.

Article | January 1, 2018

Significant Amendments to Form ADV Go into Effect on October 1, 2017

Investment advisers that file Form ADV with the Securities and Exchange Commission ("SEC") either as registered investment advisers ("RIAs") or as exempt reporting advisers ("ERAs") are reminded that significant amendments to Part 1A of Form ADV ("Part 1A") go into effect on October 1, 2017.  For most investment advisers having a fiscal year end of December 31st, the amendments will first impact their annual updating filings that will be due on April 2, 2018.The following Client Alert provides a brief summary of the changes that have been made to Part 1A.  Investment advisers would be well-advised to begin considering how these changes will impact their Form ADV filing requirements for 2018 and how they will capture t

Client Alert | September 25, 2017

UK Private Fund Limited Partnerships

On 6 April 2017, the Legislative Reform (Private Fund Limited partnerships) Order 2017 ("LRO") came into force. The LRO amends the Limited Partnerships Act 1907 ("LPA") and introduces a new form of limited partnership, the 'private fund limited partnership' ("PFLP") for use as a fund vehicle.

Client Alert | May 8, 2017

India – Legal and Regulatory Update (May 2017)

The Indian MarketThe Indian market continues to attract foreign investment as the Government of India ('Government') accelerates the implementation of second generation market reforms.

Client Alert | May 1, 2017

Reporting Requirements for Private Fund Advisers Under the Department of Treasury’s Benchmark Survey on Form SHC Due March 3, 2017

A US resident private fund adviser that invests overseas or which sponsors offshore funds may be subject to reporting requirements under the Department of Treasury's Form SHC.  The deadline for submitting Form SHC is March 3, 2017.  Form SHC is part of the Treasury International Capital (TIC) System, which collects data that the US Federal Government uses to determine the US balance of payment accounts and the US international investment position, and in the formulation of international economic and financial policies.  Information reported on TIC is confidential.  The Federal Reserve Bank of New York ("FRBNY") administers TIC on behalf of the Department of Treasury.  Form SHC is used to conduct a "benchmark survey" of holdings in foreign (i.e.

Client Alert | February 17, 2017

Compliance Reminders for Private Fund Investors

Private fund advisers are subject to a number of regulatory reporting requirements and other compliance obligations, many of which need to be completed on an annual basis.  This memorandum provides a brief overview.1.      Regulatory Filing Obligations under the Advisers ActPrivate fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.

Client Alert | February 3, 2017

India – Legal and Regulatory Update (January 2017)

The Indian MarketThe Indian economy continues to be an attractive investment destination due to its sustained stable growth and implementation of further liberalisation policies by the Government of India ("Government").

Client Alert | January 19, 2017

Right Back Where We Started From? In Salman, the Supreme Court Clarifies the “Personal Benefit” Test but Otherwise Leaves Undisturbed Insider Trading Contours

On December 6, 2016, in Salman v. United States, the Supreme Court unanimously resolved a circuit split between the Courts of Appeals for the Second and Ninth Circuits over the meaning of the "personal benefit" element of insider trading law.  In doing so, the Court put to rest confusion on this aspect of insider trading jurisprudence.  But the murky nature of other aspects of insider trading was left untouched, leaving market participants, courts, and lawyers generally "right back where we started from" before Newman.Bassam Salman was convicted of trading on information he received from a corporate insider, after it was found that the insider had breached a fiduciary duty in giving the information.  In order to find that the insider breached a fiduciary

Client Alert | December 7, 2016

Myanmar’s New Investment Law

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

China Begins Major Overhaul of its Foreign Investment Regulatory Regime

It has been close to two years since China announced that it would make major changes in its foreign investment related laws and regulations.  The first step of such changes took effect on October 1, 2016, after the Standing Committee of the National People's Congress (China's parliament) passed resolutions (the "NPC Resolutions") to amend certain provisions of the FIE Laws (as defined below).  On October 8, 2016, in implementing the NPC Resolutions, the PRC National Development and Reform Commission ("NDRC") and the PRC Ministry of Commerce ("MOFCOM") issued Public Announcement No. 22 ("Announcement 22"), and MOFCOM issued the Interim Measures for the Record-filing Administration of the Incorporation and Change o

Client Alert | October 10, 2016

India – Quarterly Legal and Regulatory Update (October 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

SEC Proposes New Rule Requiring Registered Investment Advisers to Adopt Written Business Continuity and Transition Plans

On June 28, 2016, the SEC formally proposed a new rule ("Rule 206(4)-4") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), that would require registered investment advisers ("RIAs") to adopt and implement written business continuity and transition plans and to review no less frequently than annually the adequacy and effectiveness of such plans.  The proposed rule is subject to a 60-day comment period, which will expire on September 6, 2016.As proposed, Rule 206(4)-4 would require RIAs to adopt written business continuity and transition plans "reasonably designed to address operational and other risks related to a significant disruption in the investment adviser's operations."  Such plans would be required to add

Client Alert | July 6, 2016

Indian Government Amends Foreign Direct Investment Policy (July 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

Middle East Financial Services Hub – A Snapshot of the DIFC Landscape

The Dubai International Financial Centre ("DIFC") was established over a decade ago as a financial services hub for the Middle East region. It has attracted over 400 global and regional financial services firms and has established Dubai as the leading regional financial centre.

Client Alert | June 6, 2016

Indonesia Update: New Negative Investment List

What is the Negative Investment List? The "Negative Investment List" or "DNI" is a regulation issued under Indonesian law which sets out a list of industry sectors in Indonesia for which foreign investment is either prohibited, permitted or conditionally permitted.

Client Alert | June 6, 2016

Proposed Anti-Money Laundering Rules Focus on Investment Advisers

​Los Angeles partner Michael Farhang is the author of "Proposed Anti-Money Laundering Rules Focus on Investment Advisers" [PDF] published on April 5, 2016 by The Daily Journal.

Article | April 5, 2016

2015 Year-End French Law Update

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

Advisers Act Compliance Reminders for Private Fund Advisers

Private fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.

Client Alert | February 24, 2016

President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules

​ On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act of 2016 (the "Act"), an omnibus spending bill that includes a number of changes to the provisions of the Internal Revenue Code (the "Code") governing the taxation of U.S.

Client Alert | December 29, 2015

H2 2015 – Six Areas of Focus for European Private Equity Firms

As we near the end of the calendar year, we take this opportunity to share with you our reflections on some of the key developments which have been in sharp focus of a number of our European financial sponsor clients in the second half of this year.1.Anti-Trust & Competition Law – Risks for SponsorsWhat's New?2014 saw a number of high profile landmark cartel cases involving private equity firms.  The European Commission imposed a €302m fine for cartel activities undertaken by a group of high voltage cable power producers of which Goldman Sachs, through a prior portfolio entity, was involved.  The Dutch Authority for Consumers and Markets imposed its first financial penalty against a financial sponsor, when it fined two private equity firms for conduct relating to their &q

Client Alert | December 10, 2015

Indian Government Amends Foreign Direct Investment Policy (December 2015)

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

Amendment to France-Luxembourg Tax Treaty Will Not Tax the Sale of Companies Owning French Real Estate Before 2017

On September 8, 2014, we issued a client alert that the Luxembourg and French Ministry of Finance had signed a fourth amendment to the tax treaty between France and Luxembourg, with the potential to impose a significant tax burden on existing and future French real estate investments.  Although the effective date for the amendment was previously unclear, it is now apparent that this amendment will come into effect no earlier than January 1, 2017.Under the current treaty, gains on the sale by a Luxembourg company of shares in a French or Luxembourg company holding French real estate are not taxable in France, even if those gains may also be exempt from Luxembourg tax under Luxembourg domestic law.The fourth amendment will reverse this favorable treatment.

Client Alert | November 23, 2015

Resolution Triumphs: Proposed U.S. TLAC and Long-Term Debt Requirements for G-SIBs

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

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 (the "Act"), which sweeps aside the rules that have governed the tax audits of partnerships since 1982.  Although the new rules generally will not be effective until 2018, because the changes to partnership audits and attendant tax liability are so dramatic, and because partnerships generally may elect to apply the rules before 2018, it is important to ensure that both existing and future partnership agreements protect the interests of the partners and address the various alternatives available under the new rules.  In addition, disclosure documents and regulatory filings (including filings with the Securities and Exchange Commission) will need to be modified to reflect the new law.  F

Client Alert | November 12, 2015

Webcast: Compliance Strategies for Private Real Estate Fund Managers

​Following the enactment of the Dodd-Frank Act, the Securities and Exchange Commission began examining a significant number of private investment fund advisers that registered with the SEC.

Webcasts | November 5, 2015

SEC Examinations of Private Investment Funds

San Francisco partner Marc J. Fagel and Los Angeles associate Vania Wang are the authors of "SEC Examinations of Private Investment Funds" [PDF] published in the September-October 2015 issue of Practical Compliance & Risk Management for the Securities Industry.

Article | October 29, 2015

Ownership and Control of Indian Insurance Companies with Foreign Investment

​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

Legal Developments in India – 2015 Nine-Month Update

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

UK Public M&A – Navigating the UK Takeover Regime – Early Stage Considerations & Guidance for International Bidders

​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

Bilateral and Multilateral Investments Treaties: What All Dealmakers Need to Know

​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

The Heat is on: Update on Shareholder Activism in Germany

​Munich partner Markus Nauheim is the author of "The Heat is on: Update on Shareholder Activism in Germany" [PDF] published on September 3, 2015 by Business Law Magazine.

Article | September 3, 2015

Stapled Considerations

​Century City partner Candice Choh and Los Angeles associate Shawn Domzalski are the authors of "Stapled Considerations" [PDF] published on September 2, 2015 by Private Funds Management.

Article | September 2, 2015

FinCEN Proposes Regulations That Would Require AML Programs and Suspicious Activity Reporting for SEC Registered Investment Advisers

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

Mandatory Clearing Makes Its Way to Europe: European Commission Adopts New Rules Requiring Clearing for OTC Interest Rate Derivatives

​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

M&A Report – 2015 Mid-Year Activism Update

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

The Saga Continues: The Northern District of Texas Weighs in on Price Impact Test for Class Certification Post-Halliburton II

​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

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

​On July 22, 2015, the United States Treasury Department (the "Treasury Department") and the United States Internal Revenue Service (the "IRS") released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the treatment of certain issuances of partnership interests in exchange for services rendered.  The IRS also announced changes to prior Revenue Procedures effective upon finalization of the proposed regulations, as well as its view of the current non-applicability of such Revenue Procedures to certain fee waiver arrangements.

Article | July 28, 2015

2015 Mid-Year Securities Litigation Update

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

2015 Mid-Year Securities Enforcement Update

Midway through the 2015 calendar year, the SEC Enforcement program has often been finding itself garnering more public attention for the manner in which it sources, litigates, and resolves cases than for the cases themselves.

Client Alert | July 13, 2015

Potential Impacts for EB-5 Investments in the Real Estate Sector as September 30 Deadline for Reauthorization Approaches

Gibson Dunn continues to monitor important developments in the EB-5 space as the September 30, 2015, deadline for reauthorization approaches.  The EB-5 program allows for foreign investment in the United States in exchange for permanent resident status if, among other criteria, an investor invests at least $500,000 or $1,000,000 in a new commercial enterprise that produces at least 10 U.S.

Client Alert | June 17, 2015

SEC Proposes Significant Changes to Reporting Obligations for Investment Advisers

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

Indian Government Amends Foreign Direct Investment Policy for 2015

The Government of India ("Government") has published the updated foreign direct investment policy ("FDI Policy") for the year 2015.

Client Alert | May 15, 2015

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

On March 25, 2015, in a unanimous vote, the U.S.

Client Alert | April 22, 2015

U.S. SEC Implements Dodd-Frank Act Title VII: Reporting and Public Dissemination Rules for Security-Based Swaps

Implementation of the derivatives market reforms contained in Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) may fairly be characterized as a herculean effort.  The Commodity Futures Trading Commission (CFTC) has finalized dozens of new rules to implement Title VII's provisions governing "swaps."  Although Title VII requires the Securities and Exchange Commission (SEC or Commission) to implement similar provisions for "security-based swaps" (SBSs), the SEC's rulemaking process has lagged the CFTC's.Earlier this year, the SEC finalized two of its required rules:  one (Final Regulation SBSR) governs the reporting of SBS information to registered security-based swap data repositories (SDRs) and r

Client Alert | April 8, 2015

New UAE Companies Law: 10 Things You Need to Know

The new UAE Commercial Companies Law ("New CCL") will come into effect in the next 3 months. Here is a list of 10 things you need to know about the New CCL.

Client Alert | April 7, 2015

U.S. Supreme Court Issues Long-Awaited Decision in Omnicare, Resolving Circuit Split Regarding Opinion Statement Liability under Section 11 of Securities Act of 1933

On March 24, 2015, the Supreme Court of the United States issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S.

Client Alert | March 25, 2015

M&A Report – Freeing Trapped Cash in Cross-Border Deals

In private company transactions, dealmakers often spend significant amounts of time talking about how to treat the cash held by an acquisition target.  For example, if the buyer and the seller are negotiating price on the assumption that the target will be sold on a cash-free, debt-free basis, how does the purchase price get adjusted for cash that the target continues to hold at the time of closing?  If the deal includes a working capital adjustment, how will cash and cash equivalents be taken into account?  What are the procedures for measuring how much cash the target holds at closing?   In cross-border deals, the issues about how to deal with target cash often become significantly more complex.  Businesses that operate around the world may have cash in seve

Client Alert | March 16, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 2015

Indian Government Permits 49% Foreign Investment in the Insurance Sector

The following Gibson Dunn alert, which originally was distributed on March 9, has been updated to reflect recent developments announced by the Indian Government.The Government of India had recently promulgated the Insurance Laws (Amendment) Ordinance, 2014, dated December 26, 2014 ("Ordinance"), which substantially amended the existing Insurance Act, 1938, including in relation to foreign investment in Indian insurance companies.

Client Alert | March 11, 2015

Venezuela’s Currency Regulations May Violate Investment Treaty Protections

Earlier this month, Venezuela announced a new free-floating exchange rate mechanism, which had the effect of massively devaluing Venezuela's bolivar currency.

Client Alert | February 25, 2015