Securities Regulation and Corporate Governance

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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

Now Available: SEC Desktop Calendar for 2022

To continue assisting US companies with planning for SEC reporting and capital markets transactions into 2022, we offer our annual SEC Desktop Calendar. This calendar provides both the filing deadlines for key SEC reports and the dates on which financial statements in prospectuses and proxy statements must be updated before use (a/k/a financial staleness deadlines).

Client Alert | September 30, 2021

PCAOB Adopts Final Rule on the Holding Foreign Companies Accountable Act

On September 22, 2021, the Public Company Accounting Oversight Board (PCAOB) adopted a final rule implementing the Holding Foreign Companies Accountable Act (HFCAA), which became law in December 2020 and prohibits foreign companies from listing their securities on U.S. exchanges if the company has been unavailable for PCAOB inspection or investigation for three consecutive years. 

Client Alert | September 30, 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

SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond

Recently, the SEC's Division of Corporation Finance has issued a number of comment letters relating exclusively to climate-change disclosure issues. Gibson Dunn's lawyers share their observations.

Client Alert | September 20, 2021

New York Stock Exchange Further Amends Related Party Transaction Approval Rules

On August 19, 2021, the New York Stock Exchange (NYSE) proposed an amendment to Section 314.00 of the NYSE Listed Company Manual, the NYSE’s related party transaction approval rule. Gibson Dunn lawyers provide an overview of the proposal.

Client Alert | August 24, 2021

SEC Settlement Reflects Increasing SEC Focus on Cyber Disclosures

On August 16, 2021, the U.S. Securities and Exchange Commission announced a settled enforcement action against Pearson plc, a U.K. educational publisher, for inadequate disclosure of a cyber intrusion. The settlement, in which Pearson agreed to pay a $1 million penalty, is the latest indication of the SEC’s continuing focus on cyber disclosures as an enforcement priority and an important signal to public companies that, particularly in the face of an environment of increasing cyberattacks, accurate public disclosure about cyber events and data privacy is critical.

Client Alert | August 23, 2021

What Can We Expect from the SEC with COP26 Around the Corner?

Gibson Dunn lawyers provide an overview of the ways in which climate policy is a significant consideration at the U.S. Securities and Exchange Commission (SEC).

Client Alert | August 23, 2021

Shareholder Proposal Developments During the 2021 Proxy Season

Gibson Dunn lawyers provide an overview of shareholder proposals submitted to public companies during the 2021 proxy season, including statistics and notable decisions from the staff of the Securities and Exchange Commission on no-action requests.

Client Alert | August 19, 2021

SEC Approves New Nasdaq Board Diversity Rules

On August 6, 2021, a divided Securities and Exchange Commission (SEC) voted to approve new listing rules submitted by The Nasdaq Stock Market LLC to advance board diversity through a “comply or disclose” framework and enhance transparency of board diversity statistics.

Client Alert | August 12, 2021

ISS Releases Surveys for 2022 Policy Updates

On July 28, 2021, the proxy advisory firm Institutional Shareholder Services opened its Annual Benchmark Policy Survey, covering a broad range of topics relating to non-financial environmental, social and governance performance metrics, racial equity, special purpose acquisition corporations and more.

Client Alert | August 5, 2021

2021 Mid-Year Securities Enforcement Update

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

SEC Fires Shot Across the Bow of SPACs

On July 13, 2021, the Securities and Exchange Commission announced a partially settled enforcement action against a Special Purpose Acquisition Company, the SPAC sponsor and the CEO of the SPAC, as well as the proposed merger target and the former CEO of the target for misstatements in a registration statement and amendments concerning the target’s technology and business risks.

Client Alert | July 14, 2021

Directors Resign After Department of Justice Raises Antitrust Concerns

On June 21, 2021, the U.S. Department of Justice’s Antitrust Division (“DOJ”) announced that two officers of Endeavor Group Holdings Inc. have resigned their positions on the board of directors of Live Nation Entertainment Inc. in the wake of concerns expressed by DOJ that the two companies formed an illegal interlocking directorate under the antitrust laws.

Client Alert | June 25, 2021

Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda

On June 11, 2021, the Securities and Exchange Commission released Chair Gary Gensler’s Spring 2021 Unified Agenda of Regulatory and Deregulatory Actions. Gibson Dunn lawyers summarize the key and noteworthy aspects of the Agenda.

Client Alert | June 21, 2021

German Transparency Register on Beneficial Ownership: New Filing Requirements for German Corporations and Foreign Entities Directly or Indirectly Acquiring German Real Estate

In order to meet the technical requirements for the upcoming interconnection of the EU Member States’ national registers holding centralized beneficial ownership information, Germany made several changes to the provisions on its transparency register, particularly related to real estate acquisitions. Gibson Dunn lawyers review the changes.

Client Alert | June 16, 2021

Gibson Dunn Earns 94 Top-Tier Rankings in Chambers USA 2021

In its 2021 edition, Chambers USA awarded Gibson Dunn 94 first-tier rankings, of which 33 were firm practice group rankings and 61 were individual lawyer rankings.

Firm News | May 20, 2021

Webcast: SPACs: What You Need to Know to Prepare for the Wave of Litigation and Investigations

In this webcast, a panel of Gibson Dunn lawyers provides the latest update on the state of the SPAC market, recent SEC guidance on SPACs, the issues that sponsors, boards, underwriters, advisers and auditors should be considering in connection with SPAC IPOs, de-SPAC transactions, disclosures, and strategies for mitigating the regulatory and litigation risk.

Webcasts | May 13, 2021

Seventeen Partners Named Among the 2021 Lawdragon 500 Leading Dealmakers in America

Seventeen Gibson Dunn partners were named among the 2021 Lawdragon 500 Leading Dealmakers in America.

Firm News | May 13, 2021

Court Holds That Federal Securities Law Claims Are Subject to Delaware Exclusive Forum Bylaw

On April 27, 2021, a federal court in the Northern District of California dismissed federal and state law claims brought derivatively on behalf of The Gap, Inc., holding that the California proceedings were foreclosed by a forum selection bylaw designating the Delaware Court of Chancery as the exclusive forum for derivative suits. 

Client Alert | May 3, 2021

Understanding the SEC’s Focus on Environmental, Social, and Governance Investing and Investment Advisers

On Friday, April 9, 2021, the SEC Division of Examinations issued a Risk Alert detailing its observations of deficiencies and internal control weaknesses from examinations of investment advisers and funds regarding investing that incorporates environmental, social, and governance factors.

Client Alert | April 14, 2021

SEC Staff Issues Cautionary Guidance Related to Business Combinations with SPACs

On March 31, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued a statement addressing certain accounting, financial reporting and governance issues related to SPACs and the combined company following a SPAC business combination.

Client Alert | April 7, 2021

SEC Chair Lays Out a Climate- and ESG-Oriented Agenda and Calls for Comments on Mandatory Climate-Related Disclosure Rules

On March 15, 2021, the Acting Chair of the Securities and Exchange Commission (SEC), Allison Herren Lee, gave a speech entitled “A Climate for Change: Meeting Investor Demand for Climate and ESG Information at the SEC," in which she sets forth a near-term regulatory agenda for the SEC that centers on climate and Environmental, Social, and Governance (ESG) topics.

Client Alert | March 16, 2021

SEC Announces Enforcement Task Force Focused on Climate and ESG Issues

On March 4, 2021, the Securities and Exchange Commission (SEC) announced the creation of the “Climate and ESG Task Force" in the SEC's Division of Enforcement. 

Client Alert | March 5, 2021

Risk, Risk and More Risk: Federal Reserve Finalizes Its Supervisory Guidance on Board of Directors’ Effectiveness

On February 26, 2021, the Board of Governors of the Federal Reserve System issued a Supervision and Regulation letter containing its final supervisory guidance on the effectiveness of a banking institution’s board of directors.  The Guidance applies to bank holding companies and savings-and-loan holding companies with total consolidated assets of $100 billion or more, with the exception of intermediate holding companies of foreign banking organizations.  A separate Supervision and Regulation letter issued the same day revised twelve prior Supervision and Regulation letters touching on the subject and made nine additional prior Supervision and Regulation letters inactive.

Client Alert | March 3, 2021

Considerations for Climate Change Disclosures in SEC Reports

On February 24, 2021, Allison Herren Lee, Acting Chair of the Securities and Exchange Commission (SEC), issued a statement titled “Statement on the Review of Climate-Related Disclosure” that “direct[s] the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings”.

Client Alert | March 1, 2021

Webcast: Challenges in Compliance and Corporate Governance

In this webcast, Gibson Dunn lawyers discuss significant 2020 developments in areas including antitrust, corporate governance, data privacy and cybersecurity, international trade, money laundering, securities fraud, and white collar defense and investigations.

Webcasts | February 23, 2021

Considerations for Preparing Your 2020 Form 10-K

Gibson Dunn lawyers offer their observations on new developments and recommended practices for calendar-year filers to consider in preparing their 2020 Form 10-K, including COVID-19-related disclosure issues.

Client Alert | February 3, 2021

Federal Court Issues First Decision Dismissing Pandemic-Related Securities Class Action Lawsuit

A California federal court issued the first decision in the country in a securities class action arising out of the COVID-19 pandemic, dismissing the case on the ground that the issuer could not have anticipated the extent of the pandemic in early January 2020.

Client Alert | February 1, 2021

Webcast: SEC Disclosure and Proxy Season Outlook for 2021

Gibson Dunn presents a panel discussion regarding recently adopted and proposed SEC rulemakings and what to expect for the upcoming proxy season.

Webcasts | January 20, 2021

SEC Brings First Enforcement Action Against a Public Company for Misleading Disclosures About the Financial Impacts of the Pandemic

On December 4, 2020, the Securities and Exchange Commission announced its first enforcement action against a public company for misleading disclosures about the financial effects of the pandemic on the company’s business operations and financial condition.

Client Alert | December 7, 2020

Nasdaq Proposes New Board Diversity Rules

On December 1, 2020, The Nasdaq Stock Market LLC announced that it filed with the U.S. Securities and Exchange Commission (SEC) a proposal to advance board diversity and enhance transparency of board diversity statistics through new listing requirements.

Client Alert | December 4, 2020

Proxy Advisory Firm Updates and Action Items for 2021 Annual Meetings

The two most influential proxy advisory firms - Institutional Shareholder Services and Glass, Lewis & Co. - recently released their updated proxy voting guidelines for 2021. This Client Alert describes the key changes to the ISS and Glass Lewis policies along with some suggestions for actions public companies should take now in light of these policy changes and other developments.

Client Alert | December 3, 2020

Gibson Dunn Adds Partner Thomas Kim to the Securities Regulation and Corporate Governance Practice in D.C.

Gibson, Dunn & Crutcher LLP is pleased to announce that Thomas Kim has joined the firm as a partner in the Washington, D.C. office. Kim, formerly with Sidley Austin, will continue to practice in the areas of securities disclosure and regulation and corporate governance.

Press Releases | December 1, 2020

Update on German Foreign Investment Control: New EU Cooperation Mechanism & Overview of Recent Changes

On October 29, 2020, the 16th amendment to the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung or “AWV”) entered into force. The amendment is the final step of implementing the EU-wide cooperation mechanism introduced by Regulation (EU) 2019/452 establishing a framework for screening of foreign direct investments into the EU.

Client Alert | November 11, 2020

Webcast: Navigating the dynamic ESG landscape – key UK considerations for boards and senior management

In this webcast, a panel of Gibson Dunn lawyers provides insights to help navigate the global ESG landscape from a UK perspective, touching on key rules and regulations, forthcoming developments and trends, and practical tips.

Webcasts | November 4, 2020

Gibson Dunn Named Among Top 50 Law Firms in Germany

German publication Kanzleimonitor 2020/2021 listed Gibson Dunn among the top 50 law firms in Germany recommended by in-house lawyers. In the categories of Stock Corporation and Corporate Governance Law, Munich partner Ferdinand Fromholzer was one of two most recommended lawyers, Munich of counsel Silke Beiter was frequently recommended, and the firm was ranked among the top 10 in Germany.

Firm News | November 5, 2020

Leading German Legal Publication JUVE Recommends Frankfurt, Munich and Brussels Offices in its Annual Handbook 2020/2021

The leading German legal publication JUVE recommended Gibson Dunn’s Frankfurt, Munich and Brussels offices in the 2020/2021 edition of its annual directory.

Firm News | November 5, 2020

Eduardo Gallardo Elected Fellow by American College of Governance Counsel

New York partner Eduardo Gallardo was elected as a Fellow of the American College of Governance Counsel. The American College of Governance Counsel is a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of governance.

Firm News | October 29, 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

SEC Adopts Amendments To Modernize The SEC’s Shareholder Proposal Rules

On September 23, 2020, the Securities and Exchange Commission voted to adopt amendments to key aspects of the Commission’s shareholder proposal rule.

Client Alert | October 1, 2020

COVID 19: German Rules on Possibility to Hold Virtual Shareholders’ Meetings Likely to Be Extended Until End of 2021

With talk about a second Coronavirus wave gathering pace, the German Ministry of Justice and Consumer Protection (Bundesministerium der Justiz und für Verbraucherschutz) is proposing to extend the temporary COVID-19-related legislation of March 2020 significantly simplifying the passing of shareholders’ resolution, including, in particular, the possibility to hold virtual-only shareholders’ meetings.

Client Alert | September 24, 2020

A Double-Edged Sword? Examining the Principles-Based Framework of the SEC’s Recent Amendments to Regulation S-K Disclosure Requirements

On August 26, 2020, as part of its continued effort to update and modernize public company disclosure requirements, the U.S. Securities and Exchange Commission adopted amendments to Item 101 (“Description of Business”), Item 103 (“Legal Proceedings”) and Item 105 (“Risk Factors”) of Regulation S-K at an open meeting of the Commission.

Client Alert | August 31, 2020

Shareholder Proposal Developments During the 2020 Proxy Season

Gibson Dunn lawyers provide an overview of shareholder proposals submitted to public companies during the 2020 proxy season, including statistics and notable decisions from the staff of the Securities and Exchange Commission on no-action requests.

Client Alert | August 4, 2020

Webcast: Public Energy Company Briefing: Considerations for Second Quarter 2020 Reports and Board Meetings

As oil and gas companies enter the second quarterly reporting cycle in the current industry downturn, please join members of Gibson Dunn’s Securities Regulation and Corporate Governance, Capital Markets, Oil and Gas and Restructuring Practice Groups as they provide both practical advice and information about the latest legal developments.

Webcasts | July 15, 2020

Best Lawyers in Germany 2021 Recognizes 19 Gibson Dunn Attorneys

Best Lawyers in Germany 2021 has recognized 19 Gibson Dunn attorneys as leading lawyers in their respective practice areas. Frankfurt attorneys recognized include: Alexander Klein – Banking and Finance Law; Jens-Olrik Murach – Competition/Antitrust Law, and Litigation; Dirk Oberbracht – Corporate Law, Mergers and Acquisitions Law, and Private Equity Law; Wilhelm Reinhardt – Corporate Law, and Mergers and Acquisitions Law; Sebastian Schoon – Banking and Finance Law; and Finn Zeidler – Arbitration and Mediation, Criminal Defense, and Litigation.

Firm News | June 26, 2020

Additional U.S. Public Company Disclosure Considerations Related to the Impact of COVID-19

Due to the ongoing assessment of the impact of COVID-19 on companies’ operations, liquidity and capital resources and overall economic and market conditions, companies should take special care in preparing for their quarterly reporting.

Client Alert | June 25, 2020

Webcast: Securities Laws Issues in Restructuring and Bankruptcy

Compliance with securities laws is a crucial element of any restructuring. This webcast addresses a range of potential securities laws issues arising in a variety of restructuring and bankruptcy scenarios.

Webcasts | June 23, 2020

ESG Legal Update: What Corporate Governance and ESG Professionals Need to Know

Washington, D.C. partners Elizabeth Ising and Jason Meltzer, of counsels Gillian McPhee and Lissa Percopo and Orange County associate Lauren Assaf-Holmes are the co-authors of "ESG Legal Update: What Corporate Governance and ESG Professionals Need to Know," [PDF] published in collaboration with the Society for Corporate Governance in June 2020.

Article | June 23, 2020

Gibson Dunn Adds Securities Regulation and Corporate Governance Of Counsel in D.C.

Gibson, Dunn & Crutcher LLP is pleased to announce that Cassandra Tillinghast has joined the firm as an of counsel in its Washington, D.C. office. She will serve as a member of the Securities Regulation and Corporate Governance Practice Group and will focus on advising clients, including financial institutions, on corporate governance matters, securities law disclosure issues, and an array of complex corporate issues.

Press Releases | June 15, 2020

Key Considerations for Issuers and Auditors Regarding Going-Concern Analysis

Issuers in the United States and their auditors have related, but distinct, obligations to evaluate on a periodic basis whether there is substantial doubt about the issuer’s ability to continue as a going concern.[1]  In normal times, this evaluation, conducted with an appropriate level of diligence, results as to almost all major public companies in the conclusion that there is no substantial doubt about the entity’s ability to meet its obligations in the months to come. 

Client Alert | May 27, 2020

Now Available: COVID-19 Resources for Public Companies

Recognizing that public companies continue to be inundated with developing disclosure and governance requirements due to the COVID-19 pandemic, Gibson Dunn has created a list of recent publications, releases, guidance, updates, and other useful resources from the SEC, PCAOB, NYSE, Nasdaq, proxy advisory firms, institutional investors, various state governors, and other relevant entities.

Client Alert | April 23, 2020

Webcast: Public Energy Company Briefing: Considerations for First Quarter 2020 Reports and Board Meetings

As oil and gas companies enter the first quarterly reporting cycle in the current industry downturn, members of Gibson Dunn’s Securities Regulation and Corporate Governance, Capital Markets, Business Restructuring and Oil and Gas Practice Groups provide both practical advice and information about the latest legal developments

Webcasts | April 22, 2020

COVID-19 Update: Financial Reporting and Auditing Considerations for Corporate Management, Audit Committees, and Audit Firms

As the disruption caused by COVID-19 continues unabated, companies and their outside auditors are grappling with the financial reporting implications of the crisis.  There are numerous, immediate regulatory responses to the crisis that issuers should consider.

Client Alert | April 13, 2020

Perspectives from One Month into the COVID-19 U.S. Outbreak: Public Company Disclosure Considerations

In the midst of the constantly evolving landscape caused by the COVID-19 pandemic, U.S. publicly traded companies must continue to consider how the situation impacts their disclosures. Gibson Dunn lawyers provide observations and guidance for companies preparing disclosure in areas that are influenced by the outbreak.

Client Alert | April 9, 2020

Gibson Dunn Recognized in Anti-Bribery & Anti-Corruption and Corporate Compliance by China Business Law Journal

Gibson Dunn was among the firms recognized by China Business Law Journal in the International Firm categories for Anti-Bribery & Anti-Corruption and Corporate Compliance for its annual 2020 awards.

Firm News | April 8, 2020

Key Governance Action Items in Response to COVID-19

As public companies wrestle with the continuing and evolving impact of COVID-19, there are several key corporate governance matters that public companies and their boards of directors should consider in the short term.

Client Alert | April 7, 2020

COVID-19: The UK Financial Conduct Authority’s expectations under the Senior Managers and Certification Regime

On 3 April 2020, the UK Financial Conduct Authority (“FCA”) published a statement setting out its expectations of FCA solo-regulated firms under the Senior Managers and Certification Regime (“SMCR”) during the COVID-19 outbreak. This client alert provides FCA solo-regulated firms with an overview of the FCA’s SMCR-related expectations.

Client Alert | April 6, 2020

COVID 19: ESMA Suggests Regulatory Forbearance in Relation to Best Execution Reporting Deadlines

On 31 March 2020, the European Securities and Markets Authority (“ESMA”) issued a public statement[1] to clarify issues regarding the publication by execution venues and firms of best execution reports required by RTS 27 and RTS 28 of MiFID II.  This client alert provides an overview of ESMA’s public statement and its consequences for execution venues and firms. 

Client Alert | April 1, 2020

COVID-19: UK Financial Conduct Authority’s Short Selling Notification Thresholds Amended

The UK Financial Conduct Authority (“FCA”) has made clarifications to its previous announcement on 16 March regarding the European Securities and Markets Authority’s (“ESMA’s”) decision concerning temporary amendments to short selling notification thresholds under the Short Selling Regulation (“SSR”).  The FCA will now be ready to receive notifications at the lower threshold from 6 April 2020.  

Client Alert | April 1, 2020

SEC Enforcement Focus on Fallout from COVID-19: Insights for Public Companies and Investment Advisers During a Crisis

On March 24, 2020, the co-directors of the SEC Enforcement Division took the unusual step of issuing a cautionary statement emphasizing “the importance of maintaining market integrity and following corporate controls and procedures” during the COVID-19 crisis. Gibson Dunn lawyers provide a list of potential issues to be considered in light of the SEC Enforcement Division’s notice.

Client Alert | March 26, 2020

Delaware Supreme Court Unanimously Upholds Federal-Forum Provisions

In Salzberg, et al. v. Sciabacucchi (“Blue Apron II”), a unanimous Delaware Supreme Court, with Justice Valihura writing, confirmed the facial validity of federal-forum provisions (“FFPs”)—provisions Delaware corporations adopt in their certificates of incorporation requiring actions arising under the Securities Act of 1933 (the “1933 Act”) to be filed exclusively in federal court.

Client Alert | March 20, 2020

Coronavirus Disease 2019 Update: Impact under Nasdaq Rules of SEC Relief to Affected Companies

Gibson Dunn lawyers provide an update on temporary changes to Nasdaq's rules following an SEC announcement regarding regulatory relief during the COVID-19 outbreak, as part of the firm's Securities Regulation and Corporate Governance Monitor blog.

Client Alert | March 12, 2020

Considerations for Preparing Your 2020 Proxy Statement

Gibson Dunn lawyers offer observations on new developments and recommended practices to consider in preparing the 2020 Proxy Statement.

Client Alert | February 4, 2020

Ferdinand Fromholzer Named to Who’s Who Legal Guide for Germany

The Who’s Who 2020 Legal guide for Germany recommended Munich partner Ferdinand Fromholzer for Corporate Governance and M&A. The guide was published in December 2019.

Firm News | January 30, 2020

Webcast: Challenges in Compliance and Corporate Governance

In this webcast, Gibson Dunn lawyers discuss significant 2019 developments in areas including antitrust, corporate governance, data privacy and cybersecurity, international trade, money laundering, securities fraud, and white collar defense and investigations.

Webcasts | January 23, 2020

2019 Year-End Securities Enforcement Update

Gibson Dunn lawyers review legislative, regulatory and litigation developments and trends in securities enforcement during 2019.

Client Alert | January 14, 2020

Considerations for Preparing Your 2019 Form 10‑K

Gibson Dunn lawyers offer their observations on new developments and recommended practices to consider in preparing the Annual Report on Form 10‑K, as of January 2020.

Client Alert | January 13, 2020

2019 Year-End German Law Update

Gibson Dunn lawyers in Frankfurt and Munich provide a recap of developments in German law across numerous areas during 2019.

Client Alert | January 10, 2020

SEC Releases Statement on Key Reminders for Audit Committees

On December 30, 2019, the SEC released a statement addressing the role of the audit committee in financial reporting and highlighting key reminders regarding oversight responsibilities.

Client Alert | January 6, 2020

Gibson Dunn Named Among Top 100 Law Firms in Germany

German publication Kanzleimonitor 2019/2020 listed Gibson Dunn among the top 100 law firms in Germany. In the categories of Stock Corporation and Corporate Governance Law, Munich partner Ferdinand Fromholzer was one of two most recommended lawyers, Munich of counsel Silke Beiter was frequently recommended, and the firm was ranked among the top 10 in Germany and fourth in Munich.

Firm News | December 23, 2019

Gibson Dunn Promotes 13 Lawyers to Partnership

Gibson, Dunn & Crutcher LLP is pleased to announce that the firm has elected 13 new partners, effective January 1, 2020. “We congratulate our new partners on this important and well-deserved professional achievement,” said Ken Doran, Chairman and Managing Partner of Gibson Dunn.

Press Releases | November 20, 2019

UK Regulators Make Further Strides in Responsible Stewardship & Investing

Gibson Dunn lawyers summarize the key changes in the UK Financial Reporting Council's (FRC) new Stewardship Code 2020 impacting investors and asset managers, the outcomes from the UK Financial Conduct Authority (FCA)/FRC discussion paper, and related recent and forthcoming UK and EU legal and regulatory developments.

Client Alert | October 28, 2019

Gibson Dunn Adds Former SEC Corporation Finance Special Counsel in Washington, D.C.

Gibson, Dunn & Crutcher LLP is pleased to announce that Courtney Haseley has joined the firm as of counsel in its Washington, D.C. office as a member of the Securities Regulation and Corporate Governance Practice Group.

Press Releases | October 10, 2019

Updates to the Public Company Disclosure Rulebook

Houston partner Hillary Holmes and associate Jordan Rex are the authors of “Updates to the Public Company Disclosure Rulebook,” [PDF] published in The Review of Securities & Commodities Regulation on September 11, 2019.

Publications | October 4, 2019

Everyone Jump In! All Issuers Will Be Allowed to “Test-the-Waters”

On September 26, 2019, the SEC announced that it has adopted a new rule, Rule 163B under the Securities Act of 1933, that allows all issuers to “test-the-waters.”

Client Alert | October 1, 2019

Ronald Mueller and Lori Zyskowski Elected Fellows by American College of Governance Counsel

Washington, D.C. partner Ronald O. Mueller and New York partner Lori Zyskowski were elected as Fellows of the American College of Governance Counsel. The American College of Governance Counsel is a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of governance.

Firm News | September 17, 2019

SEC Staff Announces Significant Changes to Shareholder Proposal No-Action Letter Process

On September 6, 2019, the Division of Corporation Finance of the Securities and Exchange Commission announced two significant procedural changes for responding to Exchange Act Rule 14a-8 no-action requests that will be applicable beginning with the 2019-2020 shareholder proposal season

Client Alert | September 9, 2019

Gibson Dunn Named Among Top Commercial Law Firms in Germany

The German weekly FOCUS recognized Gibson Dunn’s Frankfurt and Munich offices in its annual special issue, “Law.” The firm is recommended as “Top-Wirtschaftskanzlei 2019” [top commercial law firm] in the Compliance and Mergers & Acquisitions categories.

Firm News | September 5, 2019

The Pacte Statute Introduces Significant Changes for French Corporate Governance – An Overview

In a short video, Paris partner Jean-Philippe Robé helps analyze the ins and outs of France's Pacte Law on corporate governance.

Client Alert | September 3, 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

12 Gibson Dunn Partners Named Lawyers of the Year

Best Lawyers® named 12 Gibson Dunn partners as the 2020 Lawyer of the Year in their respective practice areas and cities: Rachel Brass – San Francisco – Litigation – Antitrust Lawyer of the Year, Miguel Estrada – Washington, D.C. – Litigation – Intellectual Property Lawyer of the Year, Sean Feller – Los Angeles Employee Benefits (ERISA) Law Lawyer of the Year, Douglas Fuchs – Los Angeles Litigation – Regulatory Enforcement (SEC, Telecom, Energy) Lawyer of the Year, Ronald Mueller – Washington, D.C. Corporate Governance Law Lawyer of the Year, Douglas Rayburn – Dallas Securities Regulation Lawyer of the Year, Brian Robison – Dallas Antitrust Law Lawyer of the Year, Eugene Scalia – Washington, D.C. Employment Law – Management Lawyer of the Year, Jesse Shapiro –

Firm News | August 19, 2019

Delaware Court of Chancery Issues Important Ruling on Validity of Advance Notice Bylaws

In an important transcript ruling issued in August 2019, the Delaware Court of Chancery upheld the validity and vitality of advance notice bylaw provisions, which govern the timing and disclosure requirements of stockholder nominations of board candidates.

Client Alert | August 16, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

The Best Lawyers in America® 2020 has recognized 158 Gibson Dunn attorneys in 54 practice areas. Additionally, 48 lawyers were recognized in Best Lawyers International in Belgium, Brazil, France, Germany, Singapore, United Arab Emirates and United Kingdom.

Firm News | August 15, 2019

SEC’s Amendments Streamline Reporting — In Some Cases

New York partner Andrew Fabens, Washington, D.C. associate David Korvin and Houston associate Jordan Rex are the authors of “SEC's Amendments Streamline Reporting — In Some Cases” [PDF] published by Law360 on August 12, 2019.

Publications | August 14, 2019

Delaware Bankruptcy Court Rules That Liquidation Trustee Controls the Privilege of Board of Directors’ Special Committee

In June 2019, a Delaware bankruptcy court held that a special committee’s advisors cannot withhold privileged documents from a liquidation trustee appointed pursuant to a chapter 11 plan.

Client Alert | August 13, 2019

With Enactment of The Pacte Statute, All French Companies Must Be Managed in Their Corporate Interest and Management Must Consider Social and Environmental Issues Deriving from Their Activities

Through the so-called “Pacte Statute” on the Development and Transformation of Businesses, each French company must now be managed “in furtherance of its corporate interest” and “while taking into consideration the social and environmental issues arising from its activity”.

Client Alert | May 23, 2019

Gibson Dunn Earns 79 Top-Tier Rankings in Chambers USA 2019

In its 2019 edition, Chambers USA: America’s Leading Lawyers for Business awarded Gibson Dunn 79 first-tier rankings, of which 27 were firm practice group rankings and 52 were individual lawyer rankings.

Firm News | April 25, 2019

SEC Continues to Modernize and Simplify Disclosure Requirements

On March 20, 2019, the SEC voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers, and investment companies.

Client Alert | March 26, 2019

M&A Report – 2018 Year-End Activism Update

Gibson Dunn provides an update on shareholder activism activity involving NYSE- and Nasdaq-listed companies with equity market capitalizations in excess of $1 billion during the second half of 2018.

Client Alert | March 25, 2019

2018 Year-End Securities Litigation Update

Gibson Dunn highlights what you most need to know in securities litigation developments and trends for the latter half of 2018.

Client Alert | March 5, 2019

Developments on Public Company Disclosures on Board and Executive Diversity

On February 6, 2019, the Division of Corporation Finance of the SEC issued two new identical Compliance and Disclosure Interpretations (C&DIs) addressing public company disclosure in proxy statements and other filings regarding “self-identified diversity characteristics” for board director nominees.  In addition, legislation was introduced in both houses of Congress that would require public companies to annually disclose the gender, race, ethnicity and veteran status of their directors, director nominees, and senior executive officers.

Client Alert | February 8, 2019

Webcast: Challenges in Compliance and Corporate Governance

Every year brings new compliance challenges, and 2018 has been no exception. Join our panelists as they discuss key changes in the 2018 regulatory landscape and look forward to 2019 with insight on how to effectively navigate risks in the new year.

Webcasts | January 29, 2019

2018 Year-End Securities Enforcement Update

The Securities and Exchange Commission, like most federal agencies, ended 2018 with a whimper, not a bang. Most staffers were furloughed as part of the federal government shutdown, a note on the SEC homepage cautioning that until further notice only a limited number of personnel would be on hand to respond to emergency situations.

Client Alert | January 15, 2019

SEC Imposes Civil Penalties for ICO Registration Violations; Suggests a Path for Future Compliance

On November 16, 2018, the Securities and Exchange Commission (SEC) announced settled charges in its first cases imposing civil penalties solely for registration violations related to initial coin offerings (ICOs).

Publications | November 29, 2018

Glass Lewis Issues 2019 Proxy Voting Policy Updates

On October 24, 2018, Glass Lewis released its updated U.S. proxy voting policy guidelines for 2019, including guidelines for shareholder proposals. 

Client Alert | November 1, 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

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

M&A Report – Flood v. Synutra Refines “Ab Initio” Requirement for Business Judgment Review of Controller Transactions

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

What Employers Need to Know About California’s New #MeToo Laws

On September 30, 2018, Governor Edmund G. Brown signed several new workplace laws, and vetoed others, that arose out of the #MeToo movement. We briefly review the newly signed legislation and also highlight bills that Governor Brown rejected.

Client Alert | October 5, 2018