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January 30, 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. Ferdinand Fromholzer focuses on corporate law and corporate governance matters, such as annual stockholder meetings and corporate structural measures, among others; M&A (public and private), with strategic and private equity investors; and compliance investigations, with a focus on duties and obligations of directors and officers.

January 28, 2020 |
U.S. Federal Trade Commission Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2020

Click for PDF On January 28, 2020, the Federal Trade Commission announced its annual update of thresholds for pre-merger notifications of M&A transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Pursuant to the statute, the HSR Act’s jurisdictional thresholds are updated annually to account for changes in the gross national product. The size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will increase by $4.0 million, from $90.0 million in 2019 to $94.0 million for 2020. The new thresholds will take effect on February 27, 2020.

Original Threshold Current Threshold Revised Threshold
$10 million $18 million $18.8 million
$50 million $90 million $94.0 million
$100 million $180 million $188.0 million
$110 million $198 million $206.8 million
$200 million $359.9 million $376.0 million
$500 million $899.8 million $940.1 million
$1 billion $1,799.5 million $1,880.2 million
The maximum fine for violations of the HSR Act has increased from $42,530 per day to $43,280. The amounts of the filing fees have not changed, but the thresholds that trigger each fee will increase:
Fee Size of Transaction
$45,000 Valued at more than $94.0 million but less than $188.0 million
$125,000 Valued at $188.0 million or more but less than $940.1 million
$280,000 Valued at $940.1 million or more
The 2020 thresholds triggering prohibitions on certain interlocking directorates on corporate boards of directors are $38,204,000 for Section 8(a)(l) and $3,820,400 for Section 8(a)(2)(A). The new Section 8 thresholds took effect on January 21, 2020. If you have any questions about the new HSR size of transaction thresholds, or HSR and antitrust/competition regulations and rulemaking more generally, please contact any of the partners or counsel listed below.
Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding the HSR Act or antitrust issues raised by business transactions. To learn more about these issues, please contact the Gibson Dunn attorney with whom you work in the firm's Antitrust and Competition practice group: Washington, D.C. D. Jarrett Arp (+1 202-955-8678, jarp@gibsondunn.com) Adam Di Vincenzo (+1 202-887-3704, adivincenzo@gibsondunn.com) Scott D. Hammond (+1 202-887-3684, shammond@gibsondunn.com) Kristen C. Limarzi (+1 202-887-3518, klimarzi@gibsondunn.com) Joshua Lipton (+1 202-955-8226, jlipton@gibsondunn.com) Richard G. Parker (+1 202-955-8503, rparker@gibsondunn.com) Cynthia Richman (+1 202-955-8234, crichman@gibsondunn.com) Jeremy Robison (+1 202-955-8518, wrobison@gibsondunn.com) Andrew Cline (+1 202-887-3698, acline@gibsondunn.com) Chris Wilson (+1 202-955-8520, cwilson@gibsondunn.com) New York Eric J. Stock (+1 212-351-2301, estock@gibsondunn.com) Los Angeles Daniel G. Swanson (+1 213-229-7430, dswanson@gibsondunn.com) Samuel G. Liversidge (+1 213-229-7420, sliversidge@gibsondunn.com) Jay P. Srinivasan (+1 213-229-7296, jsrinivasan@gibsondunn.com) Rod J. Stone (+1 213-229-7256, rstone@gibsondunn.com) San Francisco Rachel S. Brass (+1 415-393-8293, rbrass@gibsondunn.com) Dallas Veronica S. Lewis (+1 214-698-3320, vlewis@gibsondunn.com) Mike Raiff (+1 214-698-3350, mraiff@gibsondunn.com) Brian Robison (+1 214-698-3370, brobison@gibsondunn.com) Robert C. Walters (+1 214-698-3114, rwalters@gibsondunn.com)

January 21, 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.  The Hong Kong office was ranked in the Antitrust and Competition, Banking & Finance, Corporate (including M&A), Investment Funds, Private Equity, Projects and Energy, and Regulatory: Anti-Corruption and Compliance categories.  The Beijing office was ranked in the Corporate (including M&A): Foreign Firms category. Additionally, the firm was ranked for its work in India, Indonesia and the Philippines.  Brad Roach was named as a Leading Lawyer in the Singapore: Energy – Foreign Firms and Indonesia: Foreign Firms categories;Kelly Austin was named as a Leading Lawyer in the Hong Kong: Regulatory: Anti-Corruption and Compliance category; Michael Nicklin was named as a Leading Lawyer in the Hong Kong: Banking & Finance category; Scott Jalowayskiand Brian Schwarzwalder were named as Leading Lawyers in the Hong Kong: Private Equity category; Sébastien Evrard was named as a Leading Lawyer in the Hong Kong Antitrust and Competition category; Troy Doyle was named as a Leading Lawyer in the Singapore: Restructuring & Insolvency – Foreign Firms category; and John Fadelyand Albert Cho were named as Leading Lawyers in the Hong Kong: Investment Funds category.  Youjung Byon has also been named as a Rising Star for Hong Kong: Investment Funds. The rankings were published on January 16, 2020. Gibson Dunn’s Singapore lawyers deliver exceptional service to our international clients doing business in the region and our Asia-based clients with respect to their international matters. Our lawyers have lived and worked extensively in the region and possess U.S., English, Singapore and Indian law qualifications and experience.  Furthermore, having been awarded a Qualifying Foreign Law Practice (QFLP) license by the Singapore Ministry of Law in 2013, we are one of the few firms that are able to provide our clients with local Singapore law advice in permitted areas. Gibson, Dunn & Crutcher’s Hong Kong office provides an extensive range of U.S., Hong Kong and English legal advice to global and Asia-based clients.  We offer our clients all the advantages of deep local expertise combined with the strengths of a global firm.  Our Hong Kong lawyers handle some of the most challenging and complex transactions and regulatory matters across Asia. Gibson, Dunn & Crutcher’s Beijing office is dedicated to servicing the needs of our clients establishing operations and doing business in China and those of our Chinese clients in their international transactions.  The Beijing office works closely with lawyers in our Hong Kong office, enabling us to provide Hong Kong law capability where relevant.

January 14, 2020 |
U.S. Department of Justice and Federal Trade Commission Issue Draft Vertical Merger Guidelines

Click for PDF

On January 10, 2020, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice released for public comment draft Vertical Merger Guidelines, which would replace the Non-Horizontal Merger Guidelines originally published by the agencies in 1984. Vertical mergers combine two or more companies that operate at different levels of the same supply chain. According to the draft Vertical Merger Guidelines, the principles and analytical framework used to assess horizontal mergers also apply to vertical mergers, and thus, the new guidelines are intended to be read in conjunction with the agencies’ 2010 Horizontal Merger Guidelines. Common issues such as defining relevant product and geographic markets, evaluating entry considerations, treatment of a failing firm, and partial ownership acquisitions are addressed in the Horizontal Merger Guidelines, while the draft Vertical Merger Guidelines address distinct considerations raised by vertical mergers. The draft Vertical Merger Guidelines do not appear to signal an intent to increase scrutiny of vertical mergers or a change in enforcement priorities. Rather, FTC Chairman Joseph Simons and Assistant Attorney General Makan Delrahim emphasized that the new guidelines are intended to more accurately describe current agency practice and provide greater transparency on how the agencies approach vertical mergers. The Commission vote to publish the draft Vertical Merger Guidelines was 3-0-2, with Commissioners Rebecca Kelly Slaughter and Rohit Chopra abstaining. Public comments on the draft can be submitted to the agency by February 11, 2020. Although the guidelines may be modified after public comments are received, major changes are unlikely. If they are finalized without major changes, these guidelines are likely to govern the agencies’ analysis, practice, and enforcement decisions with respect to vertical mergers for years to come. Highlights
  • Related Products and Relevant Markets: The draft guidelines describe how for analytical purposes the agencies normally will identify one or more relevant markets in which a vertical merger may substantially lessen competition. The agencies also will identify one or more “related products” – that is, products or services that are “vertically related to the products or services in the relevant market and to which access by the merged firm’s rivals affects competition in the relevant market.” A “related product” could be an input, a means of distribution, or access to customers.
  • Safe Harbor: The draft guidelines state that the agencies are unlikely to challenge a vertical merger where the parties to the merger have less than 20 percent share in the relevant market and the related product is used in less than 20 percent of the relevant market. The agencies stress that these thresholds are not bright line rules. Mergers involving shares above these thresholds do not necessarily raise competitive concerns, and shares below these thresholds might raise competitive concerns, depending on the circumstances.
  • Unilateral Effects: The draft guidelines outline two ways in which vertical mergers could have unilateral anticompetitive effects – that is, ways in which the merger could increase the ability or incentive of the merged firm to increase prices or reduce output on its own. First, a vertical merger could allow the merged firm to weaken a competitor by foreclosing that rival from or raising the rival’s costs to access a related product, such as a necessary input or distribution channel. Second, a vertical merger could diminish competition by giving the merged firm access to competitively sensitive information of its upstream or downstream rivals, causing the merged firm to moderate its competitive response.
  • Coordinated Effects: The draft guidelines also explain how a vertical merger could make a market more vulnerable to coordination by weakening or eliminating a maverick firm that would otherwise thwart anticompetitive coordination. Alternatively, according to the draft guidelines, a vertical merger might facilitate anticompetitive coordination by giving the merged firm access to competitively sensitive information.
  • Elimination of Double Marginalization: When two vertically related firms merge, the merged firm is often able to profitably reduce its downstream prices. The draft guidelines acknowledge that this reduction, called the elimination of double marginalization (“EDM”), benefits both the merged firm and buyers of the downstream product or service. The draft guidelines put the burden on the merging parties to demonstrate whether and how the merger eliminates double marginalization, but states that the agencies will not challenge a merger if the net effect of the EDM means the merger is not likely to be anticompetitive.
  • Efficiencies: The draft guidelines acknowledge that to the extent a vertical merger combines complementary assets, it has the potential to create other efficiencies that may benefit consumers. The agencies will evaluate those claimed efficiencies using the approach outlined in the Horizontal Merger Guidelines.
Potential Implications As noted above, the release of draft Vertical Merger Guidelines does not signal increased enforcement of the antitrust laws with respect to vertical mergers. The 1984 Non-Horizontal Merger Guidelines were widely considered to be woefully out of date and did not reflect modern antitrust analysis. The draft guidelines reflect the agencies’ effort to provide merging parties and their representatives with greater transparency as to the analytical framework they use today. For example, much of the agencies’ recent enforcement regarding vertical mergers focused on allegations that the vertical merger would foreclose rivals, although that theory is not discussed in the 1984 Guidelines. The draft guidelines include for the first time a description of how vertical mergers can harm competition by enabling the merged firm to foreclose rivals from necessary supply or distribution channels or raise its rivals costs for those products or services. This reflects DOJ’s theory of harm in its unsuccessful challenge of AT&T’s merger with Time Warner, where it alleged that the acquisition would provide AT&T with the ability and incentive to raise the cost of Time Warner programming to its competitors (other video programming distributors). In discussing the theories regarding foreclosure and raising rivals costs, the draft guidelines introduce the term “related product.” According to the draft guidelines, for example, an input or distribution channel is “related” if a rival’s access to that product or service affects competition in the relevant market. It does not appear that the agencies intend the “related product” concept to support a separate theory of harm. Rather, it is discussed solely in the context of the foreclosure and raising rivals costs theories It remains to be seen how the agencies will identify related products in practice, and in particular how they will determine whether access to a potentially related product affects competition in the relevant market. The draft guidelines also eliminate some theories outlined in the 1984 Non-Horizontal Merger Guidelines, including the theory that a vertical merger could raise barriers to entry by effectively requiring new rivals to simultaneously enter the upstream and downstream markets. The draft guidelines also eliminate reference to vertical mergers harming competition by enabling the merged firm to evade rate regulation. As noted above, the draft guidelines provide a potentially useful “safe harbor” for cases in which the merged firm has less than 20 percent share of the relevant market and the related product is used in less than 20 percent of the relevant market. This threshold, however, is substantially lower than the safe harbor applied by the European Commission, which is unlikely to challenge a vertical merger if the merged firm has less than 30 percent share in the relevant and related markets. The draft Vertical Merger Guidelines do not reference remedies and it is not clear whether or how these new guidelines will impact the agencies’ consideration of remedies. Even when vertical mergers have the potential to harm competition, they also often yield substantial efficiencies. Historically, the agencies have sought to resolve concerns with vertical mergers while preserving those efficiencies. In its 2011 Policy Guide to Remedies, the DOJ stated that it would consider tailored conduct remedies to prevent potential harms of vertical mergers while still allowing efficiencies to be realized. In 2018, however, the DOJ withdrew the 2011 Guide, leaving in place the 2004 Policy Guide, which strongly disfavors conduct remedies in favor of structural remedies like divestiture.
Gibson, Dunn & Crutcher lawyers are available to assist in addressing any questions you may have regarding these issues. Please contact the Gibson Dunn attorney with whom you work in the Antitrust and Competition Practice Group, or the following authors: Kristen C. Limarzi - Washington, D.C. (+1 202-887-3518, klimarzi@gibsondunn.com) Adam Di Vincenzo - Washington, D.C. (+1 202-887-3704, adivincenzo@gibsondunn.com) Please also feel free to contact any of the following practice group leaders and members: Antitrust and Competition Group: Washington, D.C. D. Jarrett Arp (+1 202-955-8678, jarp@gibsondunn.com) Adam Di Vincenzo (+1 202-887-3704, adivincenzo@gibsondunn.com) Scott D. Hammond (+1 202-887-3684, shammond@gibsondunn.com) Kristen C. Limarzi (+1 202-887-3518, klimarzi@gibsondunn.com) Joshua Lipton (+1 202-955-8226, jlipton@gibsondunn.com) Richard G. Parker (+1 202-955-8503, rparker@gibsondunn.com) Cynthia Richman (+1 202-955-8234, crichman@gibsondunn.com) Jeremy Robison (+1 202-955-8518, wrobison@gibsondunn.com) Chris Wilson (+1 202-955-8520, cwilson@gibsondunn.com) New York Eric J. Stock (+1 212-351-2301, estock@gibsondunn.com) Los Angeles Daniel G. Swanson (+1 213-229-7430, dswanson@gibsondunn.com) Samuel G. Liversidge (+1 213-229-7420, sliversidge@gibsondunn.com) Jay P. Srinivasan (+1 213-229-7296, jsrinivasan@gibsondunn.com) Rod J. Stone (+1 213-229-7256, rstone@gibsondunn.com) San Francisco Rachel S. Brass (+1 415-393-8293, rbrass@gibsondunn.com) Dallas Veronica S. Lewis (+1 214-698-3320, vlewis@gibsondunn.com) Mike Raiff (+1 214-698-3350, mraiff@gibsondunn.com) Brian Robison (+1 214-698-3370, brobison@gibsondunn.com) Robert C. Walters (+1 214-698-3114, rwalters@gibsondunn.com) Brussels Peter Alexiadis (+32 2 554 7200, palexiadis@gibsondunn.com) Attila Borsos (+32 2 554 72 11, aborsos@gibsondunn.com) Jens-Olrik Murach (+32 2 554 7240, jmurach@gibsondunn.com) Christian Riis-Madsen (+32 2 554 72 05, criis@gibsondunn.com) Lena Sandberg (+32 2 554 72 60, lsandberg@gibsondunn.com) David Wood (+32 2 554 7210, dwood@gibsondunn.com) Munich Michael Walther (+49 89 189 33 180, mwalther@gibsondunn.com) Kai Gesing (+49 89 189 33 180, kgesing@gibsondunn.com) London Patrick Doris (+44 20 7071 4276, pdoris@gibsondunn.com) Charles Falconer (+44 20 7071 4270, cfalconer@gibsondunn.com) Ali Nikpay (+44 20 7071 4273, anikpay@gibsondunn.com) Philip Rocher (+44 20 7071 4202, procher@gibsondunn.com) Deirdre Taylor (+44 20 7071 4274, dtaylor2@gibsondunn.com) Hong Kong Kelly Austin (+852 2214 3788, kaustin@gibsondunn.com) Sébastien Evrard (+852 2214 3798, sevrard@gibsondunn.com) © 2020 Gibson, Dunn & Crutcher LLP Attorney Advertising:  The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

December 24, 2019 |
The Deal Named Evan D’Amico a Rising Star

The Deal profiled Washington, D.C. lawyer Evan D’Amico as a Rising Star. The feature was published December 24, 2019. Evan D’Amico advises companies, private equity firms, boards of directors and special committees in connection with a wide variety of complex corporate matters, including mergers and acquisitions, asset sales, leveraged buyouts, spin-offs and joint ventures.  He also has experience advising issuers, borrowers, underwriters and lenders in connection with financing transactions and public and private offerings of debt and equity securities.  

December 23, 2019 |
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. Partners who are also frequently recommended were Munich partner Mark Zimmer in the area of Labor Law and Frankfurt partner Dirk Oberbracht in M&A. Gibson Dunn’s German offices were also recommended overall for Labor Law, Compliance, Corporate Law, IP, Capital Markets and Litigation & ADR. The study, based on approximately 11,500 recommendations by 800 in-house legal departments and set up by Deutsches Institut fuer Rechtsabteilungen und Unternehmensjuristen GmbH, was published on November 15, 2019.

December 10, 2019 |
Webcast: State of the Art: Critical Developments and Trends in M&A

This fast-paced program explores the latest trends, structures, pitfalls and opportunities in M&A. The presentation will address pertinent topics including:

  • Cautionary tales for M&A dealmaking from high-profile Delaware cases;
  • Latest guidance on preserving pre-closing attorney-client privileged communications;
  • CFIUS updates;
  • Trends and market update for M&A activity by special purpose acquisition companies; and
  • M&A drafting and negotiating hot buttons.
View Slides (PDF)
[embed]https://player.vimeo.com/video/380293926[/embed]
PANELISTS: Jonathan Whalen is a partner in the Dallas office of Gibson, Dunn & Crutcher LLP.  He is a member of the firm’s Mergers and Acquisitions, Capital Markets, Energy and Infrastructure, and Securities Regulation and Corporate Governance practice groups.  Mr. Whalen also serves on the Gibson Dunn Hiring Committee.  Mr. Whalen’s practice focuses on a wide range of corporate and securities transactions, including mergers and acquisitions, private equity investments, and public and private capital markets transactions.  In 2018, D CEO magazine and the Association of Corporate Growth named Mr. Whalen a finalist for the 2018 Dallas Dealmaker of the Year. David C. Lee is a partner in Gibson Dunn’s Orange County office. Mr. Lee structures and negotiates domestic and cross-border transactions on behalf of corporations, venture capital firms, and private equity houses. His practice includes mergers & acquisitions, private placements, initial public offerings, follow-on offerings, recapitalizations, take-private transactions, hostile takeover defense, and other complex corporate transactions. Mr. Lee advises venture capital and private equity firms on their strategic investments and acquisitions throughout the investment lifecycle . He also handles equity and debt capital markets offerings on behalf of both issuers and investment banks. Saee Muzumdar is a partner in the New York office of Gibson, Dunn & Crutcher. Ms. Muzumdar is a corporate transactional lawyer whose practice includes representing both strategic companies and private equity clients (including their portfolio companies) in connection with all aspects of their domestic and cross-border M&A activities and general corporate counseling. She has significant experience with acquisitions and divestitures of public and private entities (including both negotiated transactions and contested takeovers), venture capital investments, proxy contests, tender and exchange offers, recapitalizations, leveraged buyouts, spinoffs, carveouts, joint ventures and other complex corporate transactions. Evan M. D’Amico is a corporate associate in the Washington, D.C. office of Gibson, Dunn & Crutcher, where his practice focuses primarily on mergers and acquisitions. Mr. D’Amico advises companies, private equity firms, boards of directors and special committees in connection with a wide variety of complex corporate matters, including mergers and acquisitions, asset sales, leveraged buyouts, spin-offs and joint ventures. He also has experience advising issuers, borrowers, underwriters and lenders in connection with financing transactions and public and private offerings of debt and equity securities.
MCLE CREDIT INFORMATION: This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1.0 credit hour, of which 1.0 credit hour may be applied toward the areas of professional practice requirement. This course is approved for transitional/non-transitional credit. Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast. Please contact Jeanine McKeown (National Training Administrator), at 213-229-7140 or jmckeown@gibsondunn.com to request the MCLE form. Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.0 hour. California attorneys may claim “self-study” credit for viewing the archived version of this webcast.  No certificate of attendance is required for California “self-study” credit.

December 9, 2019 |
Best Lawyers Recognizes Three Gibson Dunn Attorneys in Brazil

Best Lawyers named three Gibson Dunn attorneys to the 2020 edition of Best Lawyers in Brazil. The publication recognized São Paulo partner Lisa Alfaro for Corporate and M&A Law, New York partner Jose Fernandez for Energy Law, and São Paulo of counsel Fernando Almeida for Banking and Finance Law. The list was published on December 6, 2019. Lisa Alfaro is the partner in charge of the São Paulo office and is also Co-Chair of the Latin America Practice Group. She has advised U.S. and multi-national companies on their most significant and critical matters, including corporate transactions, corporate compliance and investigations. She also represents developers, investment banks, private funds, Fortune 100 companies, state owned entities and investors in the U.S. and Brazil. Jose Fernandez has substantial experience in the telecommunications, energy, water, banking and consumer industries. His clients have included major multinational companies, financial institutions and private equity groups, as well as nearly a dozen foreign governments looking to attract foreign investors. He has also successfully advised U.S. and European companies involved in disputes in developing countries. In addition, he is Co-Chair of Gibson Dunn’s Latin America Practice Group. Fernando Almeida has extensive experience advising major international and Brazilian investment banks, corporations and private equity investors in a wide range of cross-border transactions involving Brazil. He has represented various issuers and underwriters in cross-border public and private offerings of equity and debt securities, as well as in private placements and bank financings.  He also has significant experience advising foreign investors in the acquisition of, and joint venture formation with, Brazilian public and private companies, and serves as counsel to Brazilian companies in cross-border business combinations.

December 6, 2019 |
Ari Lanin and Benyamin Ross Named to Variety’s 2019 Dealmakers Impact Report

Century City partner Ari Lanin and Los Angeles partner Benyamin Ross were named to Variety’s 2019 Dealmakers Impact Report, which “highlights the top mavens guiding an industry that continues to re-invent itself.” The issue was published on December 4, 2019. Ari Lanin advises companies, private equity firms and investment banks across a wide range of industries, focusing on public and private merger transactions, stock and asset sales, joint ventures and strategic partnerships, contests for corporate control and public and private (including Rule144A) capital-raising transactions. Benyamin Ross advises companies, private equity and venture capital firms, and high net-worth individuals in mergers and acquisitions, equity investments, joint ventures, restructuring transactions and general commercial agreements.

December 6, 2019 |
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.  The firm was recognized in the Asia-Pacific Region-wide categories for Corporate/M&A, Corporate/M&A: Private Equity, and Investment Funds: Private Equity, as well as the following International Firms categories: China Banking & Finance: Leveraged & Acquisition Finance; China Competition/Antitrust; China Corporate Investigations/Anti-Corruption; Corporate/M&A: The Elite; China Investment Funds: Private Equity; China Private Equity: Buyouts & Venture Capital Investment; India Corporate/M&A; Indonesia Corporate & Finance; Philippines Projects, Infrastructure & Energy; Singapore Banking & Finance; Singapore Corporate/M&A; Singapore Energy & Natural Resources; and Singapore Restructuring/Insolvency: International. The following lawyers were ranked individually in their respective categories:

  • Kelly Austin – China Corporate Investigations/Anti-Corruption
  • Albert Cho – China Investment Funds
  • Troy Doyle – Singapore Restructuring/Insolvency
  • Sébastien Evrard – China Competition/Antitrust
  • John Fadely – China Investment Funds
  • Scott Jalowayski – China Private Equity: Buyouts & Venture Capital Investment
  • Michael Nicklin – China Banking & Finance: Leveraged & Acquisition Finance
  • Jai Pathak – India Corporate/M&A, and Singapore Corporate/M&A
  • Brad Roach – Indonesia Projects & Energy, Singapore Energy & Natural Resources, and Singapore Energy & Natural Resources: Oil & Gas
  • Saptak Santra – Singapore Energy & Natural Resources
  • Brian Schwarzwalder – China Private Equity: Buyouts & Venture Capital
  • Patricia Tan Openshaw – China Projects & Infrastructure, and Philippines Projects, Infrastructure & Energy
  • Jamie Thomas – Indonesia Banking & Finance, and Singapore Banking & Finance
  • Graham Winter – China Corporate/M&A: Hong Kong-based
  • Yi Zhang – China Corporate/M&A: Hong Kong-based
  • Fang Xue – China Corporate/M&A: China-based
The rankings were published on December 5, 2019. Gibson Dunn’s Singapore lawyers deliver exceptional service to our international clients doing business in the region and our Asia-based clients with respect to their international matters. Our lawyers have lived and worked extensively in the region and possess U.S., English, Singapore and Indian law qualifications and experience.  Furthermore, having been awarded a Qualifying Foreign Law Practice (QFLP) license by the Singapore Ministry of Law in 2013, we are one of the few firms that are able to provide our clients with local Singapore law advice in permitted areas. Gibson, Dunn & Crutcher’s Hong Kong office provides an extensive range of U.S., Hong Kong and English legal advice to global and Asia-based clients.  We offer our clients all the advantages of deep local expertise combined with the strengths of a global firm.  Our Hong Kong lawyers handle some of the most challenging and complex transactions and regulatory matters across Asia. Gibson, Dunn & Crutcher’s Beijing office is dedicated to servicing the needs of our clients establishing operations and doing business in China and those of our Chinese clients in their international transactions. The Beijing office works closely with lawyers in our Hong Kong office, enabling us to provide Hong Kong law capability where relevant.

November 26, 2019 |
Michael Flynn and Michele Maryott Named Among Most Influential in Orange County

Orange County partners Michael Flynn and Michele Maryott were recognized in the Orange County Business Journal’s OC 500, a list of the most influential people in Orange County. The list was published in November 2019. Michael Flynn’s practice focuses on corporate and securities law with an emphasis on mergers and acquisitions, capital markets transactions and general corporate representation.  He has extensive experience counseling publicly held companies on corporate governance matters, activism matters, defensive measures, disclosure issues and other complex securities law issues. Michele Maryott’s practice focuses on business litigation, with particular emphasis on employment litigation, class actions and complex commercial disputes. She has litigated a wide range of labor and employment matters, including defending employers against wage and hour and discrimination class actions, and retaliation, sexual harassment, wrongful termination and whistleblower claims in federal and state courts, as well as in administrative proceedings and arbitrations.

November 20, 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.  “Each of them exemplifies the core values of the firm – excellence, professionalism and collegiality – and I know that they will continue to uphold these principles as our partners.” The new partners are: Amer S. Ahmed (Litigation / New York) – Ahmed’s practice focuses on representing both institutional and individual clients in high-stakes, complex investigation and litigation matters at all stages of disputes.  He has significant experience with ERISA, defamation and other First Amendment claims, product liability actions, and white-collar criminal defense.  In addition to his frontline trial experience, Ahmed has successfully handled several appeals in state and federal courts.  Ahmed graduated in 2005 from Columbia Law School, where he was an articles editor for the Columbia Law Review, a Harlan Fiske Stone Scholar, and a Tony Patino Fellow. Brian C. Ascher (Litigation, Media, Entertainment and Technology / New York) – Ascher has represented corporate and individual clients in a wide range of commercial litigation in both federal and state court and administrative proceedings.  Ascher graduated in 2009 from New York University School of Law, where he served as an articles editor for the New York University Environmental Law Journal.  He clerked for Judge Faith S. Hochberg in the U.S. District Court for the District of New Jersey. Attila Borsos (Litigation, Competition and Antitrust / Brussels) – Borsos is an experienced competition lawyer who advises on a broad range of complex competition and antitrust issues, including global merger control and cartel enforcement.  Borsos represents clients before the European Commission, national competition authorities in Europe as well as regulatory authorities worldwide.  His experience spans many industry sectors, with recent experience particularly in the consumer goods, chemicals, energy, airline, media and entertainment, insurance, and financial services industries.  In addition, he advises clients on EU State aid, anti-dumping and anti-subsidy investigations and on EU sanctions. Borsos graduated summa cum laude from Eötvös Loránd University in 2004. Elaine Chao (Corporate, Power and Renewables / Singapore) – Chao’s areas of practice include renewable energy and infrastructure projects, cross-border mergers and acquisitions, and general corporate/commercial transactions.  She has advised developers, investors and government agencies in connection with the development, financing, construction and operation of infrastructure and energy-related projects.  Chao received her LL.M. from King’s College London in 2000. Evan M. D’Amico (Corporate, Mergers and Acquisitions / Washington, D.C.) – D’Amico advises companies, private equity firms, boards of directors and special committees in connection with a wide variety of complex corporate matters, including mergers and acquisitions, asset sales, leveraged buyouts, spin-offs and joint ventures.  He also advises public companies on federal securities laws and corporate governance matters.  D’Amico graduated cum laude in 2008 from Harvard Law School, where he served as an executive technical editor for the Harvard Civil Rights-Civil Liberties Law Review. Joshua D. Dick (Litigation / San Francisco) – Dick has significant experience litigating a broad range of matters in both state and federal courts, at the trial and appellate levels.  He has successfully represented clients throughout the United States and abroad in multiple areas of the law including, antitrust, unfair competition law, false advertising, products liability, constitutional challenges, the securities and commodities acts, regulatory enforcement and compliance, the Stored Communications Act, the Communications Decency Act, trade secrets misappropriation, tort claims, legal malpractice, and general business disputes.  He graduated cum laude in 2004 from University of Michigan Law School, where he served as an associate and articles editor for the Journal of Law Reform. Russell H. Falconer (Litigation, Appellate / Dallas) – Falconer has extensive experience representing clients who operate in heavily regulated industries, including broker-dealers, airlines, electric utilities, investment firms, and pharmaceutical companies.  He has played a substantial role in a wide range of high-stakes appeals, trials, and litigation.  Falconer graduated in 2009 with highest honors from The University of Texas at Austin School of Law, where he was the Grand Chancellor of his class and served as a member of the Texas Law Review. Nancy Hart (Litigation / New York) – Hart is a complex commercial litigator principally focused on law firm defense matters, and has successfully defended high-stakes legal malpractice cases and disqualification motions for law firms across the United States.  She also has significant experience representing clients in a wide range of matters including complex contract disputes, corporate control contests, securities litigation, and shareholder actions alleging breaches of fiduciary duties, in state and federal courts, at both the trial and appellate levels, as well as in domestic and international arbitrations.  She graduated magna cum laude in 2003 from Boston College Law School, where she was elected to the Order of the Coif. Michael Holecek (Litigation, Class Actions / Los Angeles) – Holecek’s practice focuses on complex commercial litigation both in the trial court and on appeal.  He has first-chair trial experience and has successfully tried to verdict both jury and bench trials, and he has successfully argued numerous appeals.  Holecek graduated with high honors in 2011 from the University of Chicago Law School, where he was a member of the University of Chicago Law Review and elected to the Order of the Coif. Dhananjay S. Manthripragada (Litigation / Los Angeles) – Manthripragada has extensive experience defending companies in complex litigation in state and federal courts throughout the country, from pre-trial demands through trial, arbitration, or settlement, and on appeal.  Manthripragada graduated in 2007 from the UCLA School of Law, where he served as chief comments editor and an articles editor for the UCLA Journal of Environmental Law and Policy. Ilissa Samplin (Litigation, Media, Entertainment and Technology / Los Angeles) – Samplin is a complex commercial litigator who focuses on high-stakes entertainment and technology disputes.  She has extensive experience representing entertainment and technology companies in breach of contract, copyright, trademark, and trade secret matters, and also maintains a robust intellectual property counseling practice.  Samplin graduated in 2011 from Stanford Law School, where she served as a managing editor for the Stanford Journal of Law, Business & Finance.  She clerked for Judge Joseph F. Bianco, then of the U.S. District Court for the Eastern District of New York. Michael A. Titera (Corporate, Securities Regulation / Orange County) – Titera’s practice focuses on advising public companies regarding securities disclosure and compliance matters, financial reporting, and corporate governance.  Titera often advises clients on accounting and auditing matters and the use of non-GAAP financial measures.  He graduated in 2009 from the UCLA School of Law, where he was elected to the Order of the Coif. Lorna Wilson (Tax / Los Angeles) – Wilson’s practice focuses on federal income tax matters, including corporate and partnership tax matters in both the United States and international contexts.  She has extensive experience in tax planning for real estate transactions, including advising on investments in real estate by U.S. and non-U.S. investors.  She graduated in 2007 from the UCLA School of Law, where she was elected to the Order of the Coif.

October 31, 2019 |
German Directory JUVE Recommends Frankfurt, Munich and Brussels Offices for 2019/2020 Edition

The German publication JUVE recommended Gibson Dunn’s Frankfurt, Munich and Brussels offices in the 2019/2020 edition of its annual directory.  The firm was recommended in the Brussels, Frankfurt and Munich regions and recognized in the Antitrust, Compliance Audits and Investigations, Corporate, M&A and Private Equity categories.

September 20, 2019 |
Proposed CFIUS Regulations: The U.S. Remains Open for Business … but Read the Fine Print

Click for PDF On September 17, 2019, the U.S. Department of the Treasury issued over 300 pages of proposed regulations to implement the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), legislation that expanded the scope of inbound foreign investment subject to review by the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”). FIRRMA expanded—subject to the promulgation of these implementing regulations—the Committee’s jurisdiction beyond transactions that could result in foreign control of a U.S. business. The Committee's jurisdiction will now include non-passive but non-controlling investments, direct or indirect, in U.S. businesses involved in specified ways with critical technologies, critical infrastructure, or sensitive personal data (referred to as “TID U.S. businesses” for technology, infrastructure, and data) and certain real estate transactions. The comment period will conclude on October 17, 2019, and as required by FIRRMA, the final regulations will become effective no later than February 13, 2020. To date, only certain provisions of FIRRMA have been fully implemented. In late 2018, CFIUS launched a pilot program to require mandatory filings in higher risk “critical technology” investments. For the past year, the pilot program has served as a regulatory laboratory for the Committee—allowing it to experiment with the use of a short-form “declaration” and better assess the issues that arise in non-controlling but non-passive investments. Notably, the pilot program will remain in place for the foreseeable future, and the new proposed regulations will implement the remainder of the Committee’s expanded authority under FIRRMA. Other developments are still to come—including the publication of a list of excepted foreign countries from which certain investors will receive less scrutiny. Key developments are described below.

Covered Investments

  1. No Changes to the Critical Technologies Pilot Program. The proposed regulations leave the existing pilot program for critical technologies untouched. Notably, “critical technologies” is defined to include certain items subject to export controls and other existing regulatory schemes, as well as emerging and foundational technologies controlled pursuant to the Export Control Reform Act of 2018 (“ECRA”). Throughout the summer, several political and non-political leads at the Department of Commerce reported that we can expect new emerging technologies to be identified under specific Export Administration Regulations export control classification numbers (“ECCNs”) within weeks. However, no new emerging technologies ECCNs have been identified since Commerce issued its advanced notice of proposed rule-making (“ANPRM”) on the subject last fall. Commerce has also noted that it plans to release an additional ANPRM focused on foundational technologies in the coming weeks.
  2. Identification of Critical Infrastructure Sectors. CFIUS may review transactions related to U.S. businesses that perform specified functions—owning, operating, manufacturing, supplying, or servicing—with respect to critical infrastructure across subsectors such as telecommunications, utilities, energy, and transportation. Relying in part on the definition provided in the USA Patriot Act of 2001, the new regulations define “critical infrastructure” to include physical or virtual systems or assets the destruction or incapacitation of which would have a debilitating impact on U.S. national security. Previously, President Obama used this definition to identify 16 critical infrastructure sectors meriting special protection and assistance. CFIUS is more specific in its new regulations, listing 28 particular types of “covered investment critical infrastructure” that require additional investment protection. This list, provided in an Appendix to the new regulations, includes a range of technology and assets—from producers of certain steel alloys to industrial control systems used by interstate oil pipelines with specified diameters. However, only U.S. businesses that perform the specific functions matched to each particular type of infrastructure are TID U.S. businesses. For example, companies providing physical or cyber security to a crude oil storage facility would be TID U.S. businesses, but those that provide fencing around the facility or commercially available off-the-shelf cyber security software to the facility are not. The new proposed regulations also provide specific definitions for the listed “covered investment critical infrastructure” functions.
  3. Definition of “Sensitive Personal Data.” CFIUS may review transactions related to U.S. businesses that maintain or collect sensitive personal data of U.S. citizens that may be exploited in a manner that threatens national security. “Sensitive personal data” is defined to include ten categories of data maintained or collected by U.S. businesses that (i) target or tailor products or services to sensitive populations, including U.S. military members and employees of federal agencies involved in national security, (ii) collect or maintain such data on at least one million individuals, or (iii) have a demonstrated business objective to maintain or collect such data on greater than one million individuals and such data is an integrated part of the U.S. business’s primary products or services. The categories of data include types of financial, geolocation, and health data, among others. Genetic information is also included in the definition regardless of whether it meets (i), (ii), or (iii).
  4. Excepted Investors from Excepted Foreign States. Under the new regulations, certain foreign investors with ties to “excepted foreign states” will receive preferential treatment with respect to the review of covered investments. The proposed regulations create an exception from covered investments (but not transactions that could result in control) for investors based on their ties to certain countries identified as “excepted foreign states,” and their compliance with certain laws, orders, and regulations (including U.S. sanctions and export controls). An investor’s nationality is not dispositive—the proposed regulations identify criteria that a foreign person must meet in order to qualify for excepted investor status. Among these, investors cannot qualify for and may lose their excepted status if they are parties to settlement agreements with OFAC or BIS, or are debarred by the Department of State, for sanctions or export control violations. This will have a significant impact on foreign companies who run afoul of U.S. sanctions and export control regulations—the potential loss of this status for respondents might have the unintended effect of deterring disclosures to OFAC and BIS by those concerned about the loss of excepted investor status.

A list of factors will be posted on the Department of the Treasury’s website outlining what the Committee will consider when making a determination on whether certain investors from a foreign state will be excepted from CFIUS scrutiny. Such factors will include whether the state has established and is effectively utilizing a robust process to assess foreign investments for national security risks and to facilitate coordination with the United States on matters relating to investment security. The proposed regulations indicate that excepted states will be identified by the CFIUS Chairperson with the agreement of two-thirds of the voting members of the Committee, beginning two years after the effective date of the final rule (most likely February 2022). At the outset, the foreign state exception will likely apply to allies with whom the United States shares intelligence data under the multilateral UKUSA Agreement—Australia, Canada, New Zealand and the United Kingdom.

  1. Mandatory Filing Requirement. The proposed regulations implement FIRRMA’s requirement for mandatory declarations for certain transactions where a foreign government has a substantial interest, in addition to the mandatory filing requirement for certain investments in U.S. critical technology companies under the pilot program. The submission of a declaration is not required with respect to investments by qualified investment funds.Notably, a majority of the declarations filed under the pilot program have been pushed into the standard review process, meaning that the streamlined “light” filing actually resulted in a longer review process for the parties involved. Anecdotal evidence suggests that fewer than 10 percent of cases filed under the pilot program have been decided on the basis of the short-form declaration alone, despite a relatively low volume of filings. Numerous transactions have required the submission of the full notice, and it has been difficult for the intelligence community to complete their full assessment within the allocated 30 days.

Real Estate Transactions

FIRRMA expanded the scope of transactions subject to CFIUS review to include the purchase or lease by a foreign person of real estate that “is, located within, or will function as part of, an air or maritime port…”; “is in close proximity to a United States military installation or another facility or property of the United States Government that is sensitive for reasons relating to national security;” “could reasonably provide the foreign person the ability to collect intelligence on activities being conducted at such an installation, facility, or property; or;” “could otherwise expose national security activities at such an installation, facility, or property to the risk of foreign surveillance.” Although FIRRMA sought to codify the Committee’s standard practice of examining such risks, it punted on the task of defining such terms. As a result, the proposed regulations resolve a number of uncertainties in FIRRMA with respect to how national security risks associated with real estate transactions will be ascertained.
  1. Property Rights that Trigger CFIUS Review. The proposed regulations clarify that—subject to certain exceptions for single housing units and real estate in urbanized areas—real estate transactions subject to the Committee’s review include the purchase or lease by, or a concession to, a foreign person of certain real estate in the United States that affords the foreign person three or more of the following property rights: to physically access; to exclude; to improve or develop; or to affix structures or objects.
  2. Covered Real Estate. Coverage is focused on transactions in and/or around specific airports, maritime ports, and military installations. The relevant military installations are listed by name and location in an appendix to the proposed regulations. The relevant airports and maritime ports are on lists published by the Department of Transportation. Notably, such real estate will include properties located within “close proximity” of any military installation identified in Appendix A, parts 1 and 2, “extended range” of any military installation identified in part 2, and any county or geographic area identified in connection with a military installation set forth in part 3 of Appendix A.
  3. Definition of “Close Proximity” and “Extended Range.” The proposed rule defines close proximity as “the area measured outward from the boundary of the relevant installation or other facility or property.” The close proximity definition applies with respect to most of the military installations described in the proposed rule and in particular, those identified in the list in parts 1 and 2 of Appendix A. “Extended range” is defined as “the area that extends 99 miles outward from the outer boundary of close proximity” but, where applicable, “no more than 12 nautical miles seaward from the coastline of the United States.” The extended range definition applies with respect to military installations described in part 2 of Appendix A.
  4. Exceptions for Certain Investors and Foreign States. The proposed rule sets forth a narrow definition of excepted real estate investor in the interest of protecting national security, in light of increasingly complex ownership structures, and to prevent foreign persons from circumventing CFIUS’s jurisdiction. Thus, the criteria specified in § 802.216 require that a foreign person have a substantial connection (e.g., nationality of ultimate beneficial owners and place of incorporation) to one or more particular foreign states in order to be deemed an excepted real estate investor. Note that foreign persons who have violated, or whose parents or subsidiaries have violated, certain U.S. laws will lose their excepted investor status under these provisions.
  5. Urban Cluster Exception. FIRRMA requires that real estate in “urbanized areas,” as defined by the Census Bureau in the most recent U.S. census, be excluded from CFIUS’s real estate jurisdiction except as otherwise prescribed by the Committee in regulations in consultation with the Secretary of Defense. The urbanized area exclusion applies to covered real estate everywhere except where it is in “close proximity” to a military installation or another sensitive facility or property of the U.S. Government as listed in appendix A, or is, is within, or will function as part of, an airport or maritime port.
  6. Intersection of Real Estate and Other Covered Transactions or Investments. The proposed regulations clarify that real estate transactions that are also subject to CFIUS’s existing and proposed regulations regarding control transactions and non-controlling investments involving U.S. businesses should be analyzed under those regulations.
  7. No Mandatory Filing Requirement. The transactions described in the proposed rule on real estate are not subject to a mandatory declaration requirement. As a general matter, parties to a covered real estate transaction will decide whether to file a notice voluntarily or submit a declaration to CFIUS.

CFIUS Filings

  1. Voluntary Short Form Declarations as Alternative to Notice. The proposed regulations provide a short-form declaration as an alternative to the Committee’s traditional voluntary notice. To date, declarations have only been available under the pilot program. Declarations will allow parties to submit basic information regarding a transaction that should generally not exceed five pages in length. The Department of the Treasury will accept declarations submitted by parties using a standard template form which will be available on the Department of the Treasury’s website by the time the final regulations become effective. The Committee will have 30 days to assess a covered transaction that is the subject of a declaration (as opposed to the 45-day initial review period available for notices).
  2. No Fees to Date. The Department of the Treasury will publish separate proposed regulations regarding fees at a later date.
  3. 5 p.m. Eastern Deadline.  The new regulations impose a 5 p.m. EST filing deadline—a seemingly small point that could have a substantial impact in a cross-border deal involving players in multiple time zones.

Regulatory Framework

The proposed regulations would replace the current regulations found at part 800 of title 31 of the Code of Federal Regulations (31 C.F.R. part 800) and implement the changes that FIRRMA made to CFIUS’s jurisdiction and process with respect to transactions that could result in foreign control of any U.S. business, as well as certain non-controlling “other investments” that afford a foreign person certain access, rights, or involvement in certain types of U.S. businesses. These proposed regulations would establish a new part 802 of title 31 of the C.F.R. and implement the authority FIRRMA provided to CFIUS to review the purchase or lease by, or concession to, a foreign person of certain real estate in the United States. The proposed regulations do not at this time modify the regulations currently at 31 C.F.R. part 801, which set forth the scope of, and procedures for, a pilot program to review certain transactions involving foreign persons and critical technologies. CFIUS continues to evaluate the pilot program.
The following Gibson Dunn lawyers assisted in preparing this client update: Judith Alison Lee, Jose Fernandez, Adam M. Smith, Stephanie Connor, Chris Timura and R.L. Pratt. Gibson Dunn's lawyers are available to assist in addressing any questions you may have regarding the above developments.  Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following leaders and members of the firm's International Trade practice group: United States: Judith Alison Lee - Co-Chair, International Trade Practice, Washington, D.C. (+1 202-887-3591, jalee@gibsondunn.com) Ronald Kirk - Co-Chair, International Trade Practice, Dallas (+1 214-698-3295, rkirk@gibsondunn.com) Jose W. Fernandez - New York (+1 212-351-2376, jfernandez@gibsondunn.com) Marcellus A. McRae - Los Angeles (+1 213-229-7675, mmcrae@gibsondunn.com) Adam M. Smith - Washington, D.C. (+1 202-887-3547, asmith@gibsondunn.com) Christopher T. Timura - Washington, D.C. (+1 202-887-3690, ctimura@gibsondunn.com) Ben K. Belair - Washington, D.C. (+1 202-887-3743, bbelair@gibsondunn.com) Courtney M. Brown - Washington, D.C. (+1 202-955-8685, cmbrown@gibsondunn.com) Laura R. Cole - Washington, D.C. (+1 202-887-3787, lcole@gibsondunn.com) Stephanie L. Connor - Washington, D.C. (+1 202-955-8586, sconnor@gibsondunn.com) Henry C. Phillips - Washington, D.C. (+1 202-955-8535, hphillips@gibsondunn.com) R.L. Pratt - Washington, D.C. (+1 202-887-3785, rpratt@gibsondunn.com) Audi K. Syarief - Washington, D.C. (+1 202-955-8266, asyarief@gibsondunn.com) Scott R. Toussaint - Washington, D.C. (+1 202-887-3588, stoussaint@gibsondunn.com) Europe: Peter Alexiadis - Brussels (+32 2 554 72 00, palexiadis@gibsondunn.com) Nicolas Autet - Paris (+33 1 56 43 13 00, nautet@gibsondunn.com) Attila Borsos - Brussels (+32 2 554 72 10, aborsos@gibsondunn.com) Patrick Doris - London (+44 (0)207 071 4276, pdoris@gibsondunn.com) Sacha Harber-Kelly - London (+44 20 7071 4205, sharber-kelly@gibsondunn.com) Penny Madden - London (+44 (0)20 7071 4226, pmadden@gibsondunn.com) Steve Melrose - London (+44 (0)20 7071 4219, smelrose@gibsondunn.com) Benno Schwarz - Munich (+49 89 189 33 110, bschwarz@gibsondunn.com) Michael Walther - Munich (+49 89 189 33-180, mwalther@gibsondunn.com) Richard W. Roeder - Munich (+49 89 189 33-160, rroeder@gibsondunn.com) © 2019 Gibson, Dunn & Crutcher LLP Attorney Advertising:  The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

September 17, 2019 |
Jai Pathak Named Among Top Lawyers in Singapore

Asia Business Law Journal recognized Singapore partner Jai Pathak as an A-List lawyer in its Top 100 Lawyers list featuring “the best lawyers from the top law firms in Singapore.”  The list was published on September 17, 2019. Jai Pathak has extensive experience in cross-border mergers and acquisitions, takeovers, dispositions, privatizations, joint ventures, licensing, infrastructure development, as well as private equity and structured finance transactions.  He has significant experience in the telecommunications, IT, banking, hospitality, oil/gas, pharmaceutical and chemical industries.  His clients have included governments, financial institutions, investment banks, multinational companies and U.S., European, and Asian companies.

September 13, 2019 |
Les classes de créanciers dans le nouveau droit des procédures collectives : pistes de réflexion.

Paris restructuring partners Benoît Fleury, Jean-Philippe Robé, Jean-Pierre Farges, and Pierre-Emmanuel Fender are the co-authors of "Les classes de créanciers dans le nouveau droit des procédures collectives : pistes de réflexion" [PDF] published in Fusions & Acquisitions Magazine on September 13, 2019. The paper discusses the dramatic modifications that will be undergone by the French restructuring landscape as a result of Directive 2019/1023 of June 20, 2019 on restructuring and insolvency. The co-authors focus on the innovative Directive-introduced concept of ‘class formation’ and concentrate on its potential consequences for debtors’, shareholders’ and creditors’ strategies.

September 13, 2019 |
Gibson Dunn Ranked in Legal 500 Latin America

The Legal 500 Latin America 2019 has ranked Gibson Dunn in three categories for International law firms in Latin America – Banking and Finance, Capital Markets and Corporate and M&A.  The publication also recommended Lisa Alfaro in the Corporate and M&A category and Tomer Pinkusiewicz in the Banking and Finance and Capital Markets categories. The guide was published on September 13, 2019. Gibson Dunn’s Latin America Practice Group has advised on mergers and acquisitions, venture capital and other private equity transactions, capital market transactions (including ADRs and Rule 144A transactions), debt reorganizations, including tender and exchange offers, project finance, multilateral and syndicated credits, tax matters, government expropriations, debt conversion, insurance, and litigation and international arbitrations. The Latin America group works with private clients and governmental institutions.  We have participated in the renegotiation of sovereign debt as well as advised companies and governments in major privatizations.

September 9, 2019 |
Gibson Dunn Adds M&A Partner David C. Lee in Orange County

Gibson, Dunn & Crutcher LLP is pleased to announce that David C. Lee will join the firm as a partner in the Orange County office.  Lee, formerly with Latham & Watkins, will continue his mergers and acquisitions, capital markets and venture capital practice at Gibson Dunn. “David is a terrific addition to the firm,” said Ken Doran, Chairman and Managing Partner of Gibson Dunn.  “David’s M&A, venture, capital markets and cross-border practice will strengthen our corporate practice in Southern California.  His experience in the life sciences, health care, pharmaceutical, biotechnology, cleantech, digital media and energy sectors will add to our depth.” “We’re thrilled to have David join us,” said Michael Flynn, Partner in Charge of the Orange County office.  “David is very well regarded in the local legal community.  He also has strong relationships in the Chinese and Chinese-American business communities.  His extensive experience across an array of sectors, ranging from healthcare to cleantech to energy, will make him a valuable addition to our corporate department.” “I am looking forward to beginning the next chapter of my career at Gibson Dunn,” Lee said.  “I have long admired the firm and am eager to join a team of attorneys known for delivering exceptional results and service.” About David C. Lee Lee has a broad corporate practice, with a particular focus on domestic and cross-border M&A.  He also has significant experience with capital markets, private equity, emerging companies, and venture capital, including debt offerings, initial public offerings and follow-on offerings, private placements, recapitalizations, take-private transactions and venture capital and private equity investments in public companies.  He regularly advises companies in the healthcare, pharmaceutical, biotechnology, cleantech, digital media and energy sectors. Prior to joining the firm, he practiced with Latham & Watkins since 2004.  He has also previously served as Certified Public Accountant in the audit and valuations department of Price Waterhouse and as Controller and Vice President of Finance of a subsidiary of a Fortune 500 energy company. Lee graduated magna cum laude in 2004 from Northwestern University’s Pritzker School of Law where he received the Raoul Berger Prize and was Order of the Coif.  He also earned his MBA with distinction from Northwestern’s Kellogg School of Management in 2004.

September 5, 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. The feature was published in September 2019. Gibson Dunn’s German offices in Frankfurt and Munich provide clients the necessary high-quality legal services to navigate Europe’s largest economy.  Our German corporate team has significant experience with public and private mergers and acquisitions, private equity transactions, joint ventures, corporate restructurings, carve-outs and minority investments, and finance, as well as with German corporate and securities law.

August 15, 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.