Writing in The M&A Lawyer (May 2025), Gibson Dunn partners Michael K. Murphy and Rachel Levick and associates Taylor C. Amato and Phil Washburn note that EH&S considerations can pose material issues and risks in M&A transactions, and that early identification of these issues can assist buyers in evaluating problems and structuring solutions. “It is therefore important to engage environmental subject matter experts early in the deal process,” they say, “so they can effectively evaluate compliance with applicable EH&S laws and assess liability risks.”
Read “Top Environmental, Health and Safety Issues to Think About in M&A Deals” in The M&A Lawyer [PDF].
In an article for Practical Law Oil & Gas, associate Graham Valenta examines gun-jumping violations in oil and gas acquisitions under the Hart-Scott-Rodino Act. He explains what constitutes a gun-jumping violation, analyzes the interim operating covenants in purchase and sale agreements that may raise issues, and outlines the strategies parties can use to minimize risk.
In their Bloomberg Law article “California’s Noncompete Ban Getting Sidestepped in Court Rulings,” partners Katherine V.A. Smith and Harris M. Mufson and of counsel Justin M. DiGennaro explain how employers are winning federal court disputes involving California’s ban on noncompete agreements by enforcing contractual choice-of-law provisions.
Partner and Co-Chair of our FDA and Health Care Practice Group, John Partridge, recently spoke to the Financial Times’ Agenda (subscription required) about the importance of maintaining strong internal reporting programs — even as corporate enforcement priorities shift.
John noted that, from the perspective of public companies, the variation in whistleblower programs across jurisdictions makes it “all the more important to have a well-resourced internal reporting and investigation function.”
“This will help public companies to identify and remediate misconduct before it metastasizes to the point of driving someone to report to a whistleblower program.”
In the May episode of the Bloomberg Intelligence FICC Focus podcast, partner and Global Chair of our Business Restructuring and Reorganization Practice Group, Scott Greenberg, joins Bloomberg’s Negisa Balluku to discuss his extensive involvement in the liability management space and share his unique insight into the evolution of lender cooperation agreements.
Gibson Dunn represented the Strategic Capital Initiative established by FTAI Aviation Ltd. in respect of a $2.5 billion asset-level debt financing led by Atlas SP Partners and Deutsche Bank that will be used to finance on-lease commercial aircraft.
Our team included partners Madalyn Miller and Pamela Lawrence Endreny and associates Rebecca West, Melissa Kopit, Tom Caruso, Alexandra Davidson, and Axel Sarkissian.
Partner Matthew Axelrod and associates Justin duRivage and Hui Fang have written for Law360 about concrete steps that companies should consider taking to prepare for an aggressive approach to export enforcement.
Gibson Dunn has advised Frontera Pipeline Investment AG, a subsidiary of Frontera Energy Corporation, on a $220 million debt refinancing and recapitalization transaction, pursuant to first and second lien senior secured credit facilities arranged by Macquarie Bank Limited.
Frontera Energy Corporation is a Canadian public company headquartered in Bogota, Colombia, involved in the exploration, development, production, transportation, storage, and sale of oil and natural gas in South America.
The Gibson Dunn team was led by partner Toren Murphy.
Gibson Dunn is advising North Hudson Resource Partners LP on the acquisition of producing assets from White Rock Energy, LLC in the Elm Coulee field in the Williston Basin of Montana and North Dakota, in partnership with TXO Partners, L.P.
The Gibson Dunn team is led by partners Rahul Vashi and Adam Whitehouse and includes associate Joseph Kmetz. Senior counsel Greg Nelson is advising on tax matters.
Partner Theane Evangelis, Co-Chair of our Global Litigation Practice Group, has been honored by the Los Angeles Daily Journal with a 2025 California Lawyer Award of the Year (CLAY) in the Class Action category for the landmark 2024 U.S. Supreme Court win in City of Grants Pass, Oregon v. Johnson et al. The case overturned a 2019 ninth U.S. Circuit Court of Appeals ruling that held that municipal camping bans violated the Eighth Amendment prohibition on cruel and unusual punishment.
In a 6-3 decision, the Supreme Court held that the constitutional prohibition on “cruel and unusual punishments” does not forbid regulation of camping on public property. The ruling allows municipalities to regulate public camping and better manage their unhoused populations by encouraging people to accept shelter and services.
Led by Theane, our winning team included partners Bradley J. Hamburger, Jonathan C. Bond, and Samuel Eckman and associates Daniel R. Adler, Patrick Fuster, Lefteri J. Christos, and Josh Zuckerman.
Read the Daily Journal profile here [PDF].
In an article for Bloomberg Law, partner Michael Kahn explains that while a 2024 U.S. Supreme Court decision left unanswered questions on how courts should analyze securities fraud claims challenging risk factor disclosures, an earlier decision provides a framework for treating risk factors as statements of opinion. He argues that this approach offers a clearer legal standard and reduces uncertainty for both companies and courts.
Read: “Treat Risk Disclosures as Opinions to Clean Up Fraud Challenges” [PDF]
In “Global Trade: What to Expect on Tariffs and Related Risks” (Financier Worldwide magazine, May 2025), Washington, D.C. partner Adam M. Smith and associates Scott Toussaint and Lindsay Bernsen Wardlaw describe the U.S. policy objectives that tariffs are designed to advance, explain the legal authorities on which President Trump has relied to impose increased tariffs, and assess the characteristics of companies that may be best able to withstand (and perhaps even thrive in) this new environment.
Adam is Co-Chair of our firm’s International Trade Advisory and Enforcement Practice Group and Sanctions and Export Enforcement Practice Group.
Read the full article in Financier Worldwide [PDF].
Gibson Dunn served as counsel to LyondellBasell on the pricing of its public offering of $500 million of Guaranteed Notes issued by its LYB International Finance III, LLC, its wholly owned subsidiary.
Our corporate team included partners Hillary Holmes and Cynthia Mabry and associates Alan Williams and Caroline Simms. Partner Jennifer Sabin advised on tax aspects.
Gibson Dunn is advising HighPost Capital, LLC in connection with the sale of a controlling interest to Azimut Group, via its U.S. subsidiary Azimut Alternative Capital Partners LLC.
Founded by David Moross and Mark Bezos, HighPost Capital is a leading private investment firm focused on the consumer sector. Azimut Group is one of Europe’s largest independent asset managers.
The Gibson Dunn team is led by partners Shukie Grossman and Michael Piazza and includes partners Jesse Myers and Adam Whitehouse, of counsel Jason Park, and associates Hunter Michielson, Juliette Rafael, Philip Stachnik and Ashley Whittington.
Partner Michael Cannon and associate Ryan Rott are advising on tax; partner Joshua Lipton, counsel Andrew Cline and associate Alexander Merritt are advising on antitrust; and partner Krista Hanvey and associate John Curran are advising on employee benefits.
Two Gibson Dunn transactions have won Deal of the Year awards at the D CEO Mergers & Acquisitions Awards 2025 in Dallas. The event, held in partnership with the Association for Corporate Growth (ACG), recognized “the most impactful M&A transactions and the outstanding dealmakers behind them” for deals that closed in 2024.
Our teams were recognized for their work advising Pioneer Natural Resources in its merger with ExxonMobil, which was named Deal of the Year in the $1 billion+ category, and representing private equity firm Citation Capital, LLC in its acquisition of smart snack company Cibo Vita, which was awarded Deal of the Year: $250 million – $999 million.
Gibson Dunn represented Mondelēz International, Inc. on its SEC-registered offering of $1.6 billion aggregate principal amount of three series of notes. BNP Paribas, Citigroup, Mizuho, and SMBC Nikko acted as joint book-running managers in the notes offering.
The Gibson Dunn team included partner Andrew Fabens, of counsel Rodrigo Surcan, and associates Lawrence Lee and Kevin Mills. Partner Lorna Wilson advised on tax matters.
Gibson Dunn is advising an ad hoc group of lenders and noteholders on the financial reorganization transaction of WW International, Inc. (WeightWatchers) and certain of its affiliates to eliminate approximately $1.15 billion in debt.
The proposed reorganization is supported by holders of approximately 71% of the company’s outstanding principal term loan facility and 74% of the outstanding senior secured notes. WeightWatchers has voluntarily initiated “pre-packaged” chapter 11 bankruptcy in the U.S. District of Delaware and expects to exit the court-supervised reorganization process within 49 days. It will remain fully operational during that time.
Our Business Restructuring and Reorganization Team is led by partners Scott Greenberg and Jason Zachary Goldstein and includes partner Matthew J. Williams and associates Tommy Scheffer, Josh Michael Berland, Benjamin Spock, Kevin Liang, Adeola Adeyosoye, Lauren Hernandez and Annie Saunders. Partners Frederick T. Lee and Melissa L. Barshop are advising on finance matters. Partner Eric Scarazzo and of counsel Rodrigo Surcan are advising on capital markets. Partner Edward S. Wei and associate Emily Risher Brooks are advising on tax.
Gibson Dunn represented Clearway Energy, Inc. in its acquisition of the 137 MW Tuolumne Wind Project from Turlock Irrigation District.
The Tuolumne Wind Project, located in Washington state, began commercial operation in 2009 and consists of 62 wind turbines. The project will sell power under an amended agreement with Turlock Irrigation District, with an option for a future repowering.
Our team was led by partner Nick Politan and included of counsel Ata Dinlenc and associate Vlad Zinovyev. Partner William Hollaway and senior counsel Janine Durand advised on energy regulatory matters; associate Lauren Traina advised on real estate; and associate Josiah Bethards advised on tax.
Gibson Dunn partners Branden Berns, James Moloney, and Ryan Murr discussed current securities law issues surrounding reverse merger transactions in a recent DealLawyers.com podcast.
The topics covered range from the rationale for reverse mergers, to how changes in rules and interpretations have influenced the structure of reverse mergers, to key considerations for parties considering reverse mergers, and much more.
Listen to the podcast here: https://www.gibsondunn.com/wp-content/uploads/2025/05/Berns-Murr-Moloney-Deal-Lawyers-Download-Podcast-Shell-Companies-and-Reverse-Mergers-DealLawyers.com-5-5-25.mp3
Dallas partner Ashley E. Johnson and associates Jennafer M. Tryck and Rachel K. Nardone are the authors (with contributions from partner Michael Collins) of a Law360 article discussing two recent divergent federal district court decisions on whether plaintiffs had Article III standing to bring class actions challenging pension risk transfer transactions under the Employee Retirement Income Security Act (ERISA).
The article provides an overview of ERISA pension risk transfer litigation and an update on what may be next for ERISA plan sponsors and fiduciaries following the decisions.