Gibson Dunn advised BMO Capital Markets Corp., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., and J.P. Morgan Securities LLC, as global coordinators and joint bookrunners, and Morgan Stanley & Co. LLC and Santander US Capital Markets LLC, as joint bookrunners, in an additional $750 million registered note offering by Vale Overseas Limited and Vale S.A. The proceeds of the note offering will be used to repurchase certain series of notes in connection with a simultaneous $450 million tender offer by Vale Overseas Limited and Vale S.A.

The Gibson Dunn corporate team was led by partner Alan Bannister and included of counsel Rodrigo Surcan and associates Malakeh Hijazi, Vlad Zinovyev, and Héctor González Medina. Partner Michael Q. Cannon and associate Blake Hoerster advised on tax matters.

Gibson Dunn is pleased to announce that Matthew Axelrod, formerly the Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the Principal Associate Deputy Attorney General at the U.S. Department of Justice (DOJ), is joining the firm’s D.C. office as a partner in the White Collar Defense and Investigations Practice Group and as Co-Chair of its new Sanctions and Export Enforcement Practice Group.

Amid the increased prioritization of sanctions and export enforcement across governmental agencies, particularly DOJ, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), and the U.S. Department of Commerce’s BIS, Gibson Dunn’s new Sanctions and Export Enforcement Practice Group will bolster the firm’s existing work in this space and offers clients experienced perspectives from veterans of these three primary enforcement agencies. Partner Adam Smith, who previously served as Senior Advisor to the Director of the U.S. Treasury Department’s OFAC and as Director for Multilateral Affairs on the National Security Council, will serve as Co-Chair of the new practice group alongside Matt. Adam also co-chairs the firm’s International Trade Advisory and Enforcement Practice Group. Partner David Burns, who served in senior positions in the DOJ’s Criminal Division and National Security Division and is Co-Chair of the firm’s National Security Practice Group, will also be a member of the new practice group.

“Matt is one of the country’s foremost leaders in export control enforcement, bringing unique experience from senior-level service at two cabinet agencies, as a white collar defense lawyer in private practice, and as a federal prosecutor, making him a rare talent for launching our Sanctions and Export Enforcement practice,” said David. “When it comes to sanctions and export controls, what was once a discrete area of regulatory risk for companies now poses significant enforcement challenges,” added Adam. “The firm is launching this practice group to further enhance our existing capabilities to help clients manage and mitigate heightened risks in this complex enforcement landscape.”

Commenting on Matt’s arrival, F. Joseph Warin, Chair of the Litigation Department of Gibson Dunn’s Washington, D.C. office and Co-Chair of the firm’s global White Collar Defense and Investigations Practice Group, and Stephanie Brooker, Co-Chair of the firm’s White Collar Defense and Investigations, Anti-Money Laundering, and Financial Institutions Practice Groups, said: “Matt, who led a robust enforcement regime at the Commerce Department, joins an already world-class enforcement and white-collar practice. We are pleased to have his deep experience to further assist our clients.”

“I’m thrilled to join forces with Gibson Dunn’s collaborative and esteemed white collar, national security, international trade, and export control teams, where my practice will sit at the center of these critical areas,” said Matt. “Sanctions and export controls are likely to remain a centerpiece of the enforcement environment for the foreseeable future, bringing increased scrutiny and risk. With the launch of Gibson Dunn’s Sanctions and Export Enforcement Practice Group, we are establishing a premier destination practice for clients who need assistance navigating and mitigating their potential export controls and sanctions enforcement risks.”

Gibson Dunn’s Sanctions and Export Enforcement Practice Group handles all aspects of sanctions and export enforcement matters, including evaluating existing compliance programs, conducting internal investigations, advising on voluntary disclosures, and defending against enforcement actions.

About Matthew Axelrod

Matt is a White Collar Defense and Investigations partner in the Washington, D.C. office of Gibson Dunn and serves as Co-Chair of the firm’s Sanctions and Export Enforcement Practice Group. Matt is a nationally recognized white collar defense lawyer with deep criminal, export control, and national security enforcement experience. Matt’s practice focuses on white collar criminal defense, internal investigations, and compliance counseling for U.S. and foreign institutions and executives.

From 2021-2025, Matt served as the Senate-confirmed Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s Bureau of Industry and Security, where he led a team of over 200 special agents, analysts, and compliance specialists dedicated to enforcing the country’s export control laws. In that capacity, Matt and his team worked to prevent the export of sensitive goods and technologies that could be used by nation-state adversaries to modernize their militaries or commit human rights abuses, worked to ensure that U.S. persons did not participate in unsanctioned foreign boycotts, and brought a record number of criminal and administrative enforcement actions, including the highest standalone administrative penalty in the agency’s history. During his tenure, Matt also co-led the Disruptive Technology Strike Force, an interagency law enforcement initiative that targeted illicit actors, protected supply chains, and prevented critical technology from being acquired by authoritarian regimes and hostile nation-states.

Matt also spent over thirteen years at the U.S. Department of Justice (DOJ), including as Principal Associate Deputy Attorney General, where he advised the Deputy Attorney General and Attorney General on DOJ’s most sensitive matters, including its most consequential criminal and national security corporate enforcement matters. As an Assistant United States Attorney in the Southern District of Florida, Matt conducted 19 felony jury trials and handled some of the office’s most high-profile cases, including the convictions of two founders of the Cali Cartel. Matt also previously served as Special Counsel in the White House Counsel’s Office, where he advised on national security and domestic issues.

Matt also previously practiced for four years as a partner at another major international law firm, where he represented companies and individuals in internal investigations and government enforcement matters.

Matt graduated from Amherst College and Yale Law School, where he served as Notes Editor for The Yale Law Journal. Following law school, he clerked for the Honorable Ralph K. Winter, Jr. on the U.S. Court of Appeals for the Second Circuit, and for the Honorable Janet C. Hall on the U.S. District Court for the District of Connecticut.

A Gibson Dunn team secured a victory for client UPS when the Eastern District of Washington granted UPS’s motion for new trial and wiped out a $237.6 million jury verdict against UPS in a single-plaintiff retaliation and wrongful termination case.

UPS hired Gibson Dunn to handle post-trial motions and appeal after a jury in Yakima, Washington issued an adverse verdict following a trial handled by another law firm. The plaintiff, a former UPS driver, was awarded $39.6 million in compensatory damages solely for emotional distress and $198 million in punitive damages. The plaintiff had been terminated after an investigation substantiated allegations he had sexually assaulted a co-worker.  But the plaintiff, who is African American, claimed the termination was retaliation for a series of complaints he had filed about his working conditions and about alleged racial discrimination and harassment.

The Gibson Dunn team quickly digested the trial record in a matter of days and set out to attack the punitive damages award and the verdict more broadly. In just a week after they were hired, Gibson Dunn filed a renewed motion for judgment as a matter of law challenging the punitive damages award. The Court granted that motion, holding that no reasonable jury could have found UPS acted with malice or reckless indifference as required for punitive damages. The Gibson Dunn team then continued its attack on the verdict, filing a motion for new trial on the grounds that, among other things, Plaintiff’s counsel’s misconduct during the trial led to an outsized $39.6 million damages award solely for emotional distress.

The Gibson Dunn team included partners Theane Evangelis and Blaine Evanson, and associates Madeleine McKenna, Josh Zuckerman, and Minsoo Kim.

The case is Gratton v. United Parcel Service, Inc., No. 1:22-cv-03149-TOR (E.D. Wash.)

Gibson Dunn has been advising a group of about 180 senior secured creditors of Altice France, holding an aggregate amount of c.€20 billion in claims. Altice France is a major telecommunications company held by Patrick Drahi.

As legal counsel to this ad hoc secured creditor group (advising on U.S., French, and EU law), Gibson Dunn took part in the negotiation of a landmark restructuring agreement with the company that will substantially de-lever its balance sheet, initially burdened with €24 billion in debt, in what will be the largest restructuring in the world over the past year and one of the largest in Europe historically.

The Gibson Dunn team was led by restructuring partners Jean-Pierre Farges and Scott Greenberg and included partners Benoit Fleury, Michael J. Cohen, Caith Kushner, Amanda Bevan-de Bernède, and Jérôme Delaurière. Also advising were counsel Clarisse Bouchetemblé and Christopher Dickson and associates Antoine Bécot and Charles Peugnet.

Gibson Dunn is advising Blackstone Infrastructure on its agreement to acquire Safe Harbor Marinas, the largest marina and superyacht servicing business in the United States, from Sun Communities, Inc.

The Gibson Dunn corporate team is led by partner Marwan Azzi and of counsel Soren Kreider and includes associates Jay Pak, Caitlin Dortch, Jack Jacobson, Jessica Um and Aliya Zuberi. Partners Joanne Franzel and Harry Silvera; of counsel Ian Ratner; and associate Genta Stafaj are advising on real estate aspects. Partners Kathryn Kelly and Evan Gusler and associate David Horton are advising on tax aspects. Partner Ekaterina Napalkova is advising on benefits; and partner Michael Murphy is advising on environmental aspects. Partners Eric Feuerstein, Federico Fruhbeck Jr. and Tomer Pinkusiewicz are also advising. Alice Brogi and Ariel Harroch in London and Paris, respectively, are advising on international matters. 

Gibson Dunn is pleased to announce that Securities and Exchange Commission (SEC) agency veteran Mellissa Campbell Duru has joined the firm’s Washington, D.C. office as a partner in the Securities Regulation and Corporate Governance Practice Group. Mellissa’s practice will focus on advising clients on a broad range of SEC disclosure and compliance and corporate governance matters, including domestic and cross-border M&A advisory matters, strategic shareholder engagement, climate risk and compliance disclosures, and cybersecurity governance and incident reporting.

“We are excited to welcome Mellissa to our preeminent team,” said Elizabeth A. Ising, Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice Group. “With over 18 years of combined SEC and Division of Corporation Finance experience, Mellissa adds further depth to our market-leading practice. Mellissa has extensive firsthand knowledge of and oversaw recently enacted SEC disclosure requirements and interpretative positions. Her public and private sector experience advising companies will be invaluable to clients as they navigate current SEC requirements and anticipated changes. I’ve known Mellissa for many years, and her reputation as a hands-on, thoughtful, and engaged advisor precedes her. I am so pleased to now call her a colleague.”

“I am absolutely thrilled to join Gibson Dunn,” said Mellissa. “The depth of SEC experience at Gibson Dunn and its unique, stand-alone Securities Regulation and Corporate Governance platform are truly extraordinary. It was a privilege to have worked with the talented staff at the SEC; I am excited to now work alongside my talented colleagues at Gibson Dunn.”

Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group regularly represents Fortune 100 and 500 companies on a variety of disclosure and regulatory issues, corporate governance issues, and shareholder matters. The firm has a deep bench of senior SEC alumni and longstanding relationships with the stock exchanges and the proxy advisory and governance-rating services.

Gibson Dunn continues to add premier legal talent from government amid an unprecedented period of strategic expansion in the firm’s history. Recent additions include Osman Nawaz, former SEC Enforcement Senior Officer and National Unit Chief; Jake M. Shields, former Senior Trial Counsel in the Fraud Section of the Civil Division at the U.S. Department of Justice; Katlin McKelvie, who joined after serving senior roles at the Food and Drug Administration and the Department of Health and Human Services; and Stuart Delery, former White House Counsel.

About Mellissa Campbell Duru

Prior to joining Gibson Dunn, Mellissa was a senior officer and Deputy Director of the Division of Corporation Finance, Legal Regulatory Policy at the SEC. As Deputy Director, Mellissa oversaw the Office of Mergers & Acquisitions, Office of International Corporation Finance, Office of Small Business Policy, Office of Structured Finance, and the Office of Rulemaking. Prior to serving in this role, Mellissa was counsel and a Vice-co-chair of the ESG practice in private practice at an international law firm.

Mellissa also served in several roles at the SEC from 2004 to 2021, including Counsel to then-Commissioner Kara Stein, Special Counsel in the Division of Corporation Finance’s Office of Mergers and Acquisitions, and Cybersecurity Legal and Policy Advisor in the Division of Examinations.

Throughout her career, Mellissa’s experience has focused on the Securities Act of 1933 and Securities Exchange Act of 1934; public company reporting obligations; registered business combination transactions and contested solicitations, domestic and cross-border tender offers, going-private transactions, beneficial ownership reporting, and advising on strategic shareholder engagement and activism trends; corporate governance; environmental, social and governance advisory work; and cybersecurity governance, preparedness, and incident reporting.

Mellissa earned her law degree from Harvard Law School in 1999.

Gibson Dunn is advising Diversified Energy Company PLC on its public offering of ordinary shares. This is the first U.S. equity offering by Diversified since its shares started trading on the NYSE in late 2023. Diversified’s shares are also listed on the LSE.

The Gibson Dunn corporate team is led by partner Hillary Holmes and of counsel Justine Robinson and includes associates Malakeh Hijazi, Ruoqi Wei, and Allan Jeanjaquet. Senior counsel Gregory Nelson is advising on tax aspects.

A Gibson Dunn trial team successfully obtained a unanimous jury verdict on behalf of client Cisco in a patent infringement trial. The jury found for Cisco across the board, finding that the asserted patent was not infringed, invalid, and could not be asserted against Cisco under 35 U.S.C. § 273 due to Cisco’s prior commercial use over a year before the patent was filed. It is believed to be the first ever jury verdict finding that a patent could not be asserted under § 273.

WSOU, a non-practicing entity, originally sued Cisco in 2021 for infringement on five U.S. patents, seeking nearly $50 million in damages. The Gibson Dunn team worked quickly to show that WSOU’s assertions lacked merit leading WSOU to voluntarily dismiss three asserted patents before summary judgment. Gibson Dunn won a summary judgment on the fourth patent, leaving a single patent and $19.3 million in damages remaining for trial.

This sweeping victory was secured in what is widely perceived as one of the most plaintiff-friendly jurisdictions in the U.S.

The Gibson Dunn trial team included partners Brian Rosenthal and Kate Dominguez, and associates Allen Kathir, Emily Whitcher, Hyunjong Ryan Jin, and Claire Santiago.

The case is WSOU Investments LLC (d/b/a Brazos Licensing and Development) v. Cisco Systems, Inc., No. 6:21-cv-0128-ADA (W.D. Tex.).

Gibson Dunn advised OneMagnify, a global leader in advanced analytics, customer insights, and AI-powered marketing solutions, backed by private equity firm Crestview Partners, on its acquisition of Guidance, a premier eCommerce agency specializing in enterprise-level digital commerce.

The Gibson Dunn corporate team was led by partner Alexander Fine and included associates Jonathan Abrams and Tiffany Mickel. Partner Darius Mehraban, of counsel Jason Durschlag, and associate Kaylin Portillo Chavez advised on financing. Partner Matt Donnelly and associate Hayden Theis advised on tax aspects. Partner Michael Collins advised on benefits. Partner Meghan Hungate and associates Andrew Hartman and Mitchell Zia advised on IP and data privacy aspects. Partner Christopher Timura and associate Mason Gauch advised on international trade aspects.

Gibson Dunn advised Madison River Capital on the final close of its first institutional fund, Madison River Capital Fund I, with over $370 million of capital commitments. Madison River Capital was established in 2022 following its spin out from Jefferson River Capital, the family office of Tony James, the former President and Chief Operating Officer of Blackstone.

The Gibson Dunn investment funds team was led by partners A.J. Frey and Edward Sopher and included associates Kameron Mitchell, Curtis Vella, and Fiona Xin. Partner Brian Kniesly and associate Annie Lin advised on tax aspects. Partner Michael Collins advised on benefits. Partner Kevin Bettsteller and of counsel Gregory Merz advised on regulatory aspects.

Gibson Dunn is advising Huda Beauty on the sale of its ownership in KAYALI, a leading disruptive brand in the fragrance category.

The Gibson Dunn M&A team is led by Benyamin Ross and Amar Madhani and includes Ciarán Deeny, DeDe Mann, and Freddie Wright.  Benjamin Fryer and Lorna Wilson are advising on tax; Kari Krusmark, Chris Puttock and Libby Pica are advising on IP and commercial transactions; and Lore Leitner is advising on data privacy.

A Gibson Dunn team obtained a rare dismissal with prejudice of a stockholder derivative suit in the Delaware Court of Chancery on behalf of MIH Learning B.V. (MIH), a subsidiary of global technology private equity firm Prosus N.V.

The case involved the acquisition of educational technology company Ryzac, Inc. (Codecademy) by Skillsoft Corp. (Skillsoft). MIH owned significant stakes in both companies.

The plaintiff, purportedly a Skillsoft stockholder, alleged MIH controlled Skillsoft despite its 37.5% minority stake. They also argued that the acquisition of Codecademy (in which MIH was a 23.8% beneficial owner) was a conflicted controller transaction subject to entire fairness.

Without making a demand on Skillsoft’s board of directors, the plaintiff filed derivative claims for breach of fiduciary duty against Skillsoft’s board and MIH. They claimed that Skillsoft overpaid for Codecademy at the expense of Skillsoft’s stockholders.

In granting Gibson Dunn’s motion to dismiss, the court noted that even if the plaintiff had adequately pled MIH’s controller status for purposes of surviving a motion to dismiss, they failed to plead facts supporting a reasonable inference that the transaction was economically or procedurally unfair.

As Gibson Dunn argued in its briefs, MIH had the same interest as any other Skillsoft stockholder in Skillsoft paying a fair price for Codecademy.

The court found the plaintiff had failed to articulate why MIH or the unaffiliated directors it allegedly influenced would have deliberately harmed its investment in Skillsoft by causing it to pay an unfair price for Codecademy.

The Gibson Dunn team included partners Theane Evangelis, Craig Varnen, and Mary Beth Maloney, of counsel Mark Mixon (argued), and associates Andrew Kuntz, Chase Weidner, and Iason Togias.

Gibson Dunn advised J.P. Morgan on its participation as lead investor in the Series C financing round of Olipop, a prebiotic beverage company.

The Gibson Dunn corporate team was led by partners Richard Birns and Daniel Alterbaum and included associates Mark Goldman and Sam Shapiro. Partner Kathryn Kelly and associates Ryan Rott and Alissa Fromkin Freltz advised on tax aspects. Partner Michael Collins advised on benefits. Partner Meghan Hungate advised on IP aspects. Partner Stephenie Gosnell Handler advised on trade aspects. Partner Katlin McKelvie and associate Carlo Felizardo advised on FDA aspects. Of counsel Christopher Milla advised on financing.

Gibson Dunn is advising the Central American Bank for Economic Integration (CABEI) on its first benchmark-sized bond in pounds sterling (GBP), raising GBP750 million.

The Gibson Dunn corporate team is led by partner Robert Giannattasio.

Gibson Dunn won a complete victory for client Slack Technologies at the Ninth Circuit in a closely watched securities case. In a unanimous, published opinion, the Court ruled in Slack’s favor and directed the district court to dismiss the plaintiffs’ complaint “in full and with prejudice.” This has been a first-of-its-kind case addressing the right to sue under Section 11 of the Securities Act of 1933 in the context of direct listings.

This decision comes on the heels of securing a unanimous Supreme Court decision in Slack Technologies v. Pirani, where the Supreme Court held that Section 11 imposes a “tracing” requirement under which plaintiffs must plead and prove that they bought shares registered under the registration statement they claim is misleading.  After vacating and remanding for the lower courts to address all issues left open in the Supreme Court’s decision, the Ninth Circuit decided entirely in Slack’s favor.

Addressing plaintiff’s Section 11 claim, the Ninth Circuit held the claim must be dismissed because plaintiff had repeatedly conceded he cannot satisfy the tracing requirement.  The Court also rejected other theories raised by plaintiff, including a “statistical tracing” argument (i.e., it is statistically likely that plaintiff bought a traceable share) that securities plaintiffs often raise in Section 11 cases.  The Court likewise rejected the plaintiff’s invitation to create a rule that would shift the burden on tracing to defendants.

Addressing plaintiff’s Section 12(a)(2) claim, the Ninth Circuit adopted Gibson Dunn’s arguments that this statute imposes a tracing requirement identical to Section 11.  Accordingly, the Court held this claim should be dismissed for the same reasons.

The case is Pirani v. Slack Technologies (9th Cir. No. 20-16419).

The Gibson Dunn team representing Slack on remand before the Ninth Circuit included partners Thomas Hungar, Michael Celio, Matthew Kahn, Jacob Spencer, and Michael Kahn; and associates Daniel Adler and Matt Aidan Getz.

Gibson Dunn advised Lennar Corporation, one of the nation’s leading homebuilders, as tax counsel in the taxable spin-off of Millrose Properties, Inc. from Lennar through a distribution of approximately 80% of Millrose’s stock to Lennar’s stockholders.

The Gibson Dunn tax team included partners Eric Sloan and Pamela Lawrence Endreny and associate Jennifer Fitzgerald.

Gibson Dunn advised OceanSound Partners and its portfolio company SMX, a leader in next-generation mission support, digital transformation, and IT solutions, on the acquisition of cBEYONData.

The Gibson Dunn corporate team was led by partner John Pollack and of counsel Robert Banerjea and included associates Owen Alderson, Carli Zimelman and Jessica Egbebike. Partner Aaron Adams, of counsel Tom Brower, and associates Jaclyn Wang and Lily Paulson Stephens advised on financing. Partner Kathryn Kelly and associate David Horton advised on tax aspects. Partner Michael Collins advised on benefits.

Gibson Dunn is advising Cotiviti, a portfolio company of Veritas Capital and KKR and a leader in data-driven healthcare solutions, on its acquisition of Edifecs, a portfolio company of Francisco Partners and TA Associates. The acquisition will enhance connectivity between payers and providers, enable increased collaboration in the delivery of care, and accelerate deployment of value-added solutions in the healthcare system.

The Gibson Dunn corporate team is led by partners John Pollack and Chris Harding and includes of counsel John Kim and associates Ashley Whittington, Andrew Abell and Mona Kalantar. Partner Matt Donnelly is advising on tax aspects, and partner Michael Collins is advising on benefits. Partner Meghan Hungate is advising on IP aspects, and partner Cassandra Gaedt-Sheckter is advising on data privacy aspects.

Gibson Dunn advised AMG, a strategic partner to leading independent investment management firms globally, on its strategic minority investment in NorthBridge Partners, LLC.

The Gibson Dunn corporate team was led by partners Michael Piazza and Andrew Friedman and included associates Kevin Lafferty, Juliette Rafael and Michelle Lou.  Partner A.J. Frey and associates Mitchell Dost and Ali Speiss advised on investment funds aspects. Partner Darius Mehraban and associate Claire Griffet advised on financing. Partner Pamela Lawrence Endreny and of counsel Kate Long advised on tax aspects. Partner Sean Feller and associate Spencer Bankhead advised on benefits. Of counsel Gregory Merz advised on regulatory aspects.

Gibson Dunn advised OceanSound Partners and its portfolio company DMI on DMI’s divestiture of its commerce, marketing & strategy, and digital engineering services segment to Encora, a portfolio company of Advent International and Warburg Pincus and a leader in digital engineering services.

The Gibson Dunn corporate team was led by partner John Pollack and of counsel Robert Banerjea and included associates Paul Lee, Mona Kalantar, Percy Gao, and Carli Zimelman. Partner Aaron Adams, of counsel Tom Brower, and associate Maithili Bagaria advised on financing. Partner Kathryn Kelly and associate David Horton advised on tax aspects, and partner Michael Collins advised on benefits.

Partner Kari Krusmark and associate Jocelyn Shih advised on transition services matters. Partners Joseph West and Lindsay Paulin advised on government contracts. Partner Meghan Hungate and associate Maya Hoard advised on IP aspects. Partner Christopher Timura advised on trade aspects. Partner Michael Farhang advised on litigation aspects. Associates Oren Fishman and Henry Rittenberg advised on real estate aspects.