Gibson Dunn represented The Williams Companies, Inc. in a public offering of $750 million aggregate principal amount of 4.625% Senior Notes due 2030 and $750 million aggregate principal amount of 5.300% Senior Notes due 2035.  Barclays Capital Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc., and Scotia Capital (USA) Inc. acted as representatives of the Underwriters. 

Our team included partner Robyn Zolman and associates Nicholas Linke, Sarah Ediger, and Lauren Guzman. Partner Dora Arash and associate Bree Gong advised on tax.

Gibson Dunn is advising Marriott International on its proposed minority equity investment in Concept Hospitality Private Limited, one of India’s leading hotel management companies with a portfolio of six brands, including The Fern, The Fern Residency, and The Fern Habitat, and over 100 hotels operating in 90 locations.

Our team is led by partner Marwan Elaraby and includes associates Krishna Parikh and Anthony Forde. Partner Attila Borsos, of counsel Claire Shepherd, and associate Christian Liborius are advising on antitrust aspects.

Our Litigators of the Week are a Gibson, Dunn & Crutcher team led by partners Helgi Walker and Lucas Townsend and associate Michael Corcoran. We previously recognized them as Runners-Up in November after they secured a writ of mandamus from the Fifth Circuit ordering the Federal Trade Commission to comply with the federal lottery statute requiring the agency to alert the Judicial Panel on Multidistrict Litigation about challenges to the proposed “click to cancel” rule—a rule aimed at making recurring subscriptions easier to cancel.

With the challenges consolidated and routed to Eighth Circuit, this week the Gibson Dunn team secured a ruling blocking the rule just seven days before it was set to go into effect. A unanimous panel of the court held that the FTC exceeded its statutory authority and failed to conduct the required preliminary regulatory analysis during the rulemaking process.

Lit Daily: Who were your clients and what was at stake here?

Helgi Walker: Our clients were seven trade associations representing a broad cross-section of the American economy and a family-owned home alarm company in Minnesota. All of these clients and the companies they represented were deeply concerned about the impact of the FTC’s Negative Option Rule on their businesses and relationships with customers. Consumers value the convenience and certainty of knowing that important things like their newspaper subscriptions, security services, lawn care services and pet food deliveries will continue uninterrupted, until they choose to cancel. Recurring subscriptions have long been an important contractual alternative and business model for consumers and businesses alike. But the Rule would have made those agreements unworkable, requiring companies to put their customers through layers of unwieldy disclosures and consent mechanisms, and consumers were at risk of losing critical services they depend on—for example, if terminating a subscription was too “easy,” an unauthorized person–or worse, a criminal–could just “click to cancel” your home alarm or internet service. Service providers would lose customer goodwill, and consumers ultimately would bear the costs. These were some of the pressing concerns that brought together so many diverse entities from across the economy to take on this oppressive rule.

How did this matter come to you and the firm?

Lucas Townsend: Gibson Dunn has longstanding ties to many businesses and industries that would have been hurt by the Rule. Helgi was approached by several long-term clients familiar with her work on regulatory challenges; we brought together other parties from different industries who also wanted to challenge the Rule.

Who was on your team and how have you divided the work? 

Michael Corcoran: We had an amazing team of talented lawyers who live and breathe the law and excel in cutting-edge administrative law matters. Helgi is a co-chair of Gibson Dunn’s administrative law and regulatory practice group and has won countless fights with administrative agencies; she led the matter and delivered the winning argument in the Eighth Circuit. Lucas is an appellate and administrative law partner who supervised the day-to-day work and kept our broad coalition of clients working together. I am a senior associate, joining the firm two years ago after my clerkship with U.S. Supreme Court Justice Clarence Thomas, and had the opportunity to serve as the lead associate on the matter, working to help draft the briefs and build out our arguments with the team.

Our Dallas-based colleagues Allyson Ho, Brad Hubbard and Brian Richman gave invaluable assistance on the mandamus petition in the Fifth Circuit after the FTC refused to notify the Judicial Panel on Multidistrict Litigation of the multi-circuit petitions for review. Connor Mui in D.C. helped with critical research and analysis for that petition on an emergency timeline and our moot courts.

When the FTC didn’t transmit the petitions filed in multiple circuits challenging this rule to the JPML, how did that shape how this litigation unfolded?

Townsend: Ultimately, that refusal only helped to underscore that the FTC was not taking its procedural obligations seriously. The lottery statute requires agencies to notify the JPML of multi-circuit petitions for review, and in our experience, other agencies do this all the time, even when they think a petition is problematic. The FTC’s refusal to simply transmit the petitions to the JPML was unprecedented. And it delayed all petitioners from presenting a unified request for relief to a single court of appeals. While it was unfortunate that we had to spend precious litigation time and resources fighting the FTC on this issue, the Fifth Circuit granted our request and compelled the FTC to do its job, and we ultimately got to press our case for the coalition in the Eighth Circuit and persuade the court that the FTC had ignored yet another important procedural requirement—the requirement to perform a preliminary regulatory analysis—that was fatal to the Rule itself.

You raised issues concerning the FTC’s statutory authority as well as other Administrative Procedure Act arguments in your briefs, but going into oral argument, you focused on the substantive and procedural limits that Congress put on the FTC in Section 22. Why focus there?

Walker: We deliberately raised a strong suite of arguments in our briefing to show the many legal and practical problems with the Rule. Going into argument, we trained our fire on Section 22 because it’s such a unique statute: It imposes limits on the FTC that were purposely designed to rein in the agency’s rulemaking power, above and beyond the normal Administrative Procedure Act requirements. As I told the panel, the procedural violation under Section 22 was the narrowest and cleanest ground for decision that would resolve the case and result in vacatur of the entire Rule. We thought that targeted approach might have broad appeal to the entire panel, and indeed that is the path the panel took in its unanimous decision.

What’s important in this decision for companies that use these types of contracts?

Townsend: Vacating this Rule was critical for the many companies across the economy that offer these contracts. While some aspects of the Rule might sound good in theory, the reality is much more complex. Because the Rule indiscriminately covered any kind of recurring subscription, whether it was about medical monitoring devices or lawncare services, it was impossible to implement in a way that would not frustrate or annoy customers and crush this business model. Of course, the FTC can continue taking enforcement action where appropriate under statutes like the Restore Online Shoppers’ Confidence Act or pursuant to its existing cease-and-desist authority, but without imposing a one-size-fits-all straitjacket on American business.

Let me echo something Judge Ralph Erickson said during oral argument: “My experience tells me that when you’re sitting at your keyboard trying to cancel one of these things, they ask you 14 questions, but when you signed up, they asked you one.” How do you respond to that?

Walker: No matter how good (or bad) an idea is as a policy matter, agencies must always follow the law. That’s the entire point of the APA. Here, the FTC completely skipped a critical procedural step that was designed to give the public a chance to help the FTC shape its rules and avoid overburdening businesses. And while there are always bad actors who may abuse this particular type of contract—just as any contract can be abused—there are many respected companies, like our clients and their members, that do the right thing and whose customers are happy with their services. But at the end of the day, the law is the law. I can’t say it better than the panel opinion did: “While we certainly do not endorse the use of unfair and deceptive practices in negative option marketing, the procedural deficiencies of the Commission’s rulemaking process are fatal here.”

Helgi, with this decision in hand, are there any other moments from the oral argument that stick out to you? 

Walker: The panel asked many good and probing questions of both sides that showed a real understanding of the issues in play, and it’s always a pleasure to appear before such a well-prepared and engaged panel. But my ears definitely perked up when one of the judges asked at the end of the argument when the Rule would take effect. That seemed to be a clue that the panel might be considering ruling before the Rule’s compliance deadline. And sure enough, that’s what happened: The court issued a decision just 29 days after oral argument and seven days before the deadline, which indicated that the panel understood the need to provide certainty to regulated entities before the Rule kicked in and caused massive disruption for them and for consumers.

What will you remember most about this matter? 

Corcoran: I will never forget Helgi first calling me to ask if I’d be interested in working on a rule challenge—to which I responded “love to!”; the invaluable mentorship she and Lucas offered throughout the whole case; pivoting to an unexpected, all-hands-on-deck emergency mandamus petition because of the FTC’s curveball; and traveling to St. Paul to watch Helgi deliver a spectacular oral argument before the Eighth Circuit panel.

Townsend: I will always remember working with such a broad cross-section of the economy. We partnered with lawn care companies, home security companies, newspapers and many other businesses of varying sizes and industries. It’s not every day you get to work with, and successfully manage, such a varied client base.

Walker: I will cherish the memory of the esprit de corps we had as a team, here at Gibson Dunn and with our fantastic client group, all collaborating closely to put together our strategic plan and then executing with precision and determination. And the famous wild rice soup at the St. Paul Hotel, a delicious Minnesota specialty!

Reprinted with permission from the July 11, 2025 edition of “The AmLaw Litigation Daily” © 2025 ALM Global Properties, LLC. All rights reserved. Further duplication without permission is prohibited, contact 877-256-2472 or asset-and-logo-licensing@alm.com.

Gibson Dunn advised Constellation Wealth Capital, an alternative asset management platform focused on supporting the long-term growth of independent wealth management firms, on its strategic minority investment in Merit Financial Advisors.

Led by partners Michael Piazza and Daniela Stolman, our corporate team included associates Andrew Abell, George Hang, Adri Langemeier, Luke Smith, and Hunter Michielson. Partner Cromwell Montgomery, of counsel Ryan Searfoorce, and associates Nicole Kim and Sonari Chidi advised on financing; partner Daniel Zygielbaum and of counsel Kate Long advised on tax; partner Sean Feller and associate Spencer Bankhead advised on benefits; partner Eve Mrozek and associates Tom Rossidis and Ryan Adlem advised on investment funds; partner Kevin Bettsteller advised on regulatory aspects; partner Daniel Angel advised on IP; partner Cassandra Gaedt-Sheckter advised on data privacy; and partner Kimberly Schlanger advised on real estate.

Gibson Dunn is pleased to announce that Eugene Y. Park has joined the firm’s New York office as a partner in the Business Restructuring and Reorganization and the Liability Management and Special Situations Practice Groups. Eugene leads high-profile and complex financing transactions in the rescue and distressed space.

Commenting on Eugene’s arrival, Scott J. Greenberg, Global Chair of the Business Restructuring and Reorganization Practice Group, said: “Eugene is one of the industry’s next-generation stars—a well-known and highly respected distressed financing and restructuring advisor. His rare combination of experience in both areas will be invaluable to our market-leading platform. As restructurings and distressed financings continue their sharp upward trajectory, Eugene brings significant depth—particularly on the lender side—positioning us to meet the incredible global demand from our clients.”

“Gibson Dunn’s momentum is palpable, and I’m excited to join a growth-minded and incredibly ambitious team to supercharge my practice,” said Eugene. “Gibson Dunn has built its restructuring practice—representing both debtors and creditors—into a leading global powerhouse that is best positioned for today and the future. Having worked across the table from Gibson Dunn lawyers, I know firsthand the team’s impressive bench strength, collaborative approach, and unparalleled market knowledge. I look forward to working alongside my new colleagues to guide clients through complex restructurings.”

Steven Domanowski, Chair of the firm’s Liability Management and Special Situations Practice Group, added, “In this highly active distressed environment, Eugene’s addition will deepen our bench with an exceptionally skilled and experienced professional who will help clients address a variety of complex credit challenges.”

The firm’s Business Restructuring and Reorganization Practice Group has expanded its global offering over the past few years, with Eugene as the most recent addition to the team. In May, restructuring partner Andrew Cheng rejoined the firm in Los Angeles; and in March, senior restructuring partners Chris Howard and Presley Warner joined in London. The group’s additions also include partners Lisa Stevens (London), Caith Kushner (New York), and Ryan Kim (New York), as well as the promotions of Stephen D. Silverman (New York) and Melissa L. Barshop (Century City) to partner.

Gibson Dunn’s Business Restructuring and Reorganization Practice Group advises on the largest and most complex restructurings globally, dominating the market in the U.S. and Europe. It was named Lead Counsel in Debtwire’s Restructuring Advisory Mandates Report for North America in both 2023 and 2024. Within the practice, the Liability Management and Special Situations team has emerged as a pioneer in liability management, focused on devising and executing tailored solutions for ad hoc groups of debt holders and other debt investors.

About Eugene Y. Park

Eugene’s practice focuses on special situation and opportunistic financing transactions. He represents borrowers, equity sponsors, and credit investors in a wide range of liability management matters, opportunistic and distressed financings, and restructurings.

Prior to joining Gibson Dunn, Eugene served as a partner at another international law firm. He earned his law degree from the University of Chicago Law School in 2016.

A Gibson Dunn deal, the Changhua 4 project, was recognized at The Asset Triple A Sustainable Infrastructure Awards 2025 as the Renewable Energy Deal of the Year – Offshore Wind: Taiwan. Our firm represented Cathay Life in the financing of its $900 million acquisition of a 50% stake in the 583MW project — the largest ever investment by the local insurance sector in offshore wind development.

Led by partner Ben Shorten, our team included partner Jamie Thomas, of counsel Claude Jiang, and associates John Cheah and Jun An Chee.

Gibson Dunn is advising Rehlko, a global leader in energy resilience, on the sale of its Curtis Instruments business to Parker Hannifin Corporation, the global leader in motion and control technologies, for approximately $1 billion.

Our corporate team is led by partners Matthew Dubeck and Chris Harding and includes associates Kiel Sauerman, Uyen Tu, and Héctor González Medina. Partner Dora Arash is advising on tax, partner Sean Feller on benefits, partner Kari Krusmark on commercial transactions, partner Michael Murphy on environmental aspects, and partner Christopher Timura on international trade.

The Daily Journal has reported on Gibson Dunn’s significant victory on behalf of our client Western Digital in a patent infringement case brought by SPEX Technologies (SPEX). The U.S. District Court for the Central District of California overturned a previous jury verdict that had awarded SPEX more than $550 million and replaced it with nominal damages of $1.

Our team representing Western Digital included partners Daniel Thomasch, Kieran Kieckhefer, Jason Lo, and Stuart Rosenberg; of counsel Frank Coté; counsel Ahmed ElDessouki; and associates Darish Huynh, Isaac Rottman, Lillian Mao, Yan Zhao, and Eleni Ingram.

Read the full article, “Federal Judge Slashes $550M Western Digital Patent Verdict to $1,” in the Daily Journal (subscription required).

Bloomberg Law recognized partner Brian Rosenthal in its inaugural “Unrivaled” awards, which honor trial lawyers “who lead the legal profession in high-stakes and impactful trials and settlements.”

Speaking to the publication about the elements required to win over a jury or judge, Brian said he draws inspiration from Einstein: “If you can’t explain it simply, you don’t understand it well enough.” He noted that finding a simple story in even the most complicated cases is the greatest challenge. “Once we find that story, we repeat it. Again, and again. And we don’t chase rabbits. We don’t pick losing fights. Credibility is king. We never misrepresent, and we always back up our promises.”

Gibson Dunn announced today that Dean Masuda has joined the firm’s New York office as a partner in the Finance Practice Group. A leading debt finance lawyer, Dean advises private equity sponsors and their portfolio companies on leveraged acquisition financings.

“Dean is an incredibly versatile finance lawyer and an exciting addition to our growing team in New York,” said Aaron F. Adams, Co-Chair of the firm’s Finance Practice Group. “Dean is thoughtful, energetic, and entrepreneurial, and his deep experience navigating large cap syndicated and privately placed leveraged acquisitions will be invaluable to our clients as they look for market opportunities.”

“Gibson Dunn has an outstanding reputation and a clear emphasis on transactional growth, with private equity as a primary driver, and I’m thrilled to begin the next chapter of my career as a member of the fast-growing team,” said Dean. “As funds continue to deploy capital in today’s market, choosing the right financing structure can be critical to realizing success. The synergies between Gibson Dunn’s finance and dealmaking teams are seamless, resulting in creative solutions that help clients best meet their investment objectives. I look forward to working alongside these exceptional, collaborative colleagues to continue the upward trajectory of the firm’s premier transactional platform.”

The firm’s transactional practices in New York have experienced significant synergistic growth with the addition of more than a dozen lateral partners over the past few years. Recent arrivals include capital markets partner Michael Saliba, private credit partner Ryan Kim, M&A partner George Sampas, private equity partner Brian Scrivani, and special situations partner Caith Kushner.

About Dean Masuda

Dean represents private equity sponsors and their portfolio companies as they navigate complex leveraged financing transactions. He has represented some of the most well-known investment firms in the market.

Prior to joining Gibson Dunn, Dean served as a partner at an international law firm. He earned his law degree from Columbia Law School in 2015, where he was a Harlan Fiske Stone Scholar.

Gibson Dunn was honored with multiple awards at the 2025 California Legal Awards, including Attorney of the Year for partner Theane Evangelis, and as winner of the Innovation in Diversity and Inclusion award. Partners Ashlie Beringer and Cassandra Gaedt-Sheckter were named Women Leaders in Tech Law.

Theane was recognized for her landmark victory at the U.S. Supreme Court in Johnson v. City of Grants Pass, Oregon. Theane dedicated the award to our late partner and former U.S. Solicitor General Ted Olson, whom she described as a friend, partner, and mentor — and a “California lawyer for the ages.” She also reflected on her nearly 20 years at the firm: “We believe not only in fighting for our clients and winning, but in promoting the greater good.”

Our firm was also a finalist for the Tech Industry Litigation Department of the Year award.

Partner Hagen Rooke has told the Financial Times (subscription required) that the Monetary Authority of Singapore’s (MAS) new regulations requiring local crypto firms serving overseas markets to cease operations represent a move to “clean up shop” and “plug gaps in its framework.”

Hagen said that the MAS is “de facto shutting down the industry that was operating on the fringes of the existing framework.”

Gibson Dunn has been recognized in the 2025 edition of the Chambers and Partners Litigation Support guide, which features detailed coverage of litigation support services in the U.S., U.K., Europe, the Middle East, Asia-Pacific, and Latin America.

The firm and partner Robert L. Weigel, Co-Chair of our Judgment and Arbitral Award Enforcement Practice Group, were ranked in the Asset Tracing & Recovery (Global-wide) category, with Robert described by clients as “deeply experienced and excellent at developing legal strategies to optimise results in large complex cross-border disputes” and “one of the most strategic and creative minds in the asset recovery space.”

Gibson Dunn has once again been ranked in the Chambers and Partners Crisis & Risk Management guide. The firm was recognized in two categories in the 2025 edition: Environmental, Social & Governance Risk (Global-wide) and Crisis Management (USA – Nationwide).

Described by clients as “absolutely fantastic — she’s really on top of the brief and really understands the complexities of the issues,” London partner Susy Bullock was recognized for her work in Environmental, Social & Governance Risk.

Partner and Chair of our Crisis Management Practice Group, Debra Wong Yang, was ranked in Crisis Management. The guide praised her as “an acclaimed white-collar crime defense expert, frequently advising high caliber clients on complex investigations, disputes and reputational matters.”

“Make yourself indispensable by adding value at every opportunity,” says partner Poonam Kumar in a recent interview with Law.com about her journey to partnership. “Every lawyer — regardless of title — is an integral part of the client’s representation and should always be contributing value.”

Poonam explains that the path to partnership is often longer and more involved than many expect. For associates, forward planning and being part of the conversation early on is essential. “Speaking up early and often about your career goals makes it easier to have productive conversations with partners about how to achieve them.”

Writing in Law360 about how the U.S. Court of Appeals for the Ninth Circuit — the country’s busiest federal appellate circuit — has muddied the waters of the Article III pleading standard, partner Bradley J. Hamburger and associate Matt Aidan Getz note that district courts in the Ninth Circuit for years have applied “a defunct and especially forgiving pleading standard to questions of Article III standing” — a standard that “is out of step with multiple strands of U.S. Supreme Court precedent” and with “the approach taken in every other court of appeals.”

Furthermore, they say, with the Ninth Circuit’s conflicting signals on which pleading standard should apply adding to the confusion in the lower courts, the Ninth Circuit has become an “attractive forum for disputes that have no rightful place in federal court.”

Gibson Dunn is representing C&S Wholesale Grocers, LLC in its $1.77 billion acquisition of the SpartanNash Company.

The Gibson Dunn corporate team includes partners George Sampas and Evan M. D’Amico and of counsel Soren Kreider. Partners Stephen Weissman and Michael Perry are advising on antitrust aspects; partner Doug Horowitz is advising on equity financing; partner Pamela Lawrence Endreny is advising on tax; partner Gina Hancock is advising on benefits; and partner Andrew Lance and associate Ben Imdieke are advising on real estate aspects.

Financier Worldwide has named partner C. Terrell Ussing to its Power Players: Tax Disputes 2025 – Distinguished Advisers list, recognizing his outstanding work advising clients on a wide range of federal income and customs tax matters.

Terrell told the publication that few areas of law are as dynamic, complex, far-reaching, and uncertain as tax, which makes it essential for tax controversy practitioners to stay on top of evolving enforcement trends. “Although it is yet to be determined whether the current administration will dramatically change the current income tax enforcement topics, it is certain that taxpayers will need to continue to navigate numerous tax laws in order to mitigate substantial tax risk for many years to come.”

Litigation Daily has named two Gibson Dunn teams in its Litigator of the Week Runners-Up and Shout Outs column:

Partner Stephen Glover recently spoke to Financier Worldwide about the growing global phenomenon of shareholder activism and what companies can do to prepare. He emphasized that mobilizing a well-informed, transparent legal, financial, and public relations team is essential to managing the response. “The more time the adviser team has, and the more thorough its discussion with the company, the better the company’s defense will be.”

Stephen added that more companies may find themselves in the crosshairs as activists increasingly target businesses in Europe and Asia, as well as in the U.S. “Although some industries, such as tech, media, and retail, have drawn more activist attention than others, no economic sector is safe from challenge.”