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.
Gibson Dunn’s Pro Bono Committee is thrilled to announce the winners of the 2024 Frank Wheat Memorial Awards. By harnessing their impressive legal skills, our winners were able to change their clients’ lives and make a positive impact on our global community. The stories of their accomplishments reflect the best of Gibson Dunn.
This year’s Frank Wheat Award winners showcase different aspects of the Firm’s diverse and vibrant pro bono practice, including work on behalf of immigrants, criminal justice reform, defense of survivors of domestic violence, and our newly-launched Justice for Women and Girls initiative. In 2024, more than 2,000 Gibson Dunn attorneys around the world have devoted more than 206,000 hours to pro bono work. In total, these matters were valued at approximately $251 million.
We are especially honored to include amongst this year’s honorees Scott Edelman as the recipient of a Lifetime Achievement Award. Scott recently retired from Gibson Dunn after decades as a Partner at the Firm. Scott served as the inaugural chair of Gibson Dunn’s Pro Bono Committee, a role he held from 2005 to 2021. Scott’s dedication to and stewardship of our pro bono practice led it to grow by leaps and bounds and become the pillar that it is today.
Frank Wheat was a former Los Angeles partner, a superb transactional lawyer, SEC commissioner, and president of the Los Angeles County Bar. He was also a giant in the nonprofit community, having founded the Alliance for Children’s Rights in addition to serving as a leader of the Sierra Club and as a founding director of the Center for Law in the Public Interest. He exemplified the commitment to the community and to pro bono service that has always been a core tenet of the Gibson Dunn culture. Recipients of the Frank Wheat Memorial Award each receive a $2,500 prize to be donated to pro bono organizations designated by the recipients.
Gibson Dunn is pleased to announce that Katie Townsend has rejoined the firm’s Litigation and Media, Entertainment, and Technology Practice Groups as a partner in the Los Angeles and Washington, D.C. offices. Katie’s practice will focus on representing clients on a wide range of First Amendment, media, and technology-focused litigation and advisory matters.
“We are delighted to welcome Katie back to Gibson Dunn,” said partner Theodore J. Boutrous Jr. “Katie is an exceptional litigator who, for the last decade, has made a real impact by winning high-stakes cases on behalf of news organizations and journalists. As media companies and technology platforms face increasingly complex First Amendment issues, Katie’s unique experience and insights will prove invaluable to clients navigating this changing landscape.”
“I am thrilled to be coming home to Gibson Dunn,” said Katie. “I’m returning to private practice at a time when the litigation environment is shifting significantly, and media and technology companies alike are facing new and emerging challenges. I know firsthand that Gibson Dunn’s First Amendment media litigation platform is unmatched, and there is no place I’d rather begin the next chapter of my career than alongside this elite team.”
Gibson Dunn’s Media, Entertainment, and Technology Practice Group’s litigators have a winning track record litigating virtually every kind of dispute that arises in the media, entertainment and technology industries. The firm’s experience encompasses First Amendment issues concerning freedom of speech and of the press, litigation for tech companies over the contours of section 230 of the Communications Decency Act, contractual issues such as profit participation and film finance, as well as intellectual property issues such as copyright, trademark and trade secret, and the right of publicity.
Protecting First Amendment rights has long been a hallmark of Gibson Dunn’s practice. The firm has represented major news organizations and journalists for decades in defamation cases, access to courts matters, subpoena battles, and other matters. The firm played a leading role in overturning the largest defamation verdict in history against a news organization and represented White House correspondents in two separate successful First Amendment/Due Process Clause lawsuits to reinstate their suspended press credentials.
About Katie Townsend
Katie is formerly the Deputy Executive Director and Legal Director of the Reporters Committee for Freedom of the Press. At the Reporters Committee, Katie oversaw the organization’s legal services portfolio, including its litigation, vetting/pre-publication review, and amicus practices. She also led the Reporters Committee’s impact litigation efforts, regularly representing news organizations, journalists, and documentary filmmakers in public records, court access, and legal defense matters.
Katie began her legal career in Gibson Dunn’s Los Angeles office as a summer associate in 2006 and served as an associate from 2007-2014. She earned her law degree from the University of Virginia School of Law in 2007, where she was a member of the editorial board of the Virginia Law Review.
Gibson Dunn advised global private equity firm KKR on its investment in Gulf Data Hub (GDH), one of the largest independent data center platforms in the Middle East focused on serving hyperscale demand across the Gulf countries. This is KKR’s first data center investment in the Middle East.
Upon completion, KKR and GDH have committed to support over $5 billion of total investment to grow GDH’s market-leading position.
The Gibson Dunn cross-border team that advised on this transaction was co-led by Co-Chair of Private Equity in Europe Federico (Fede) Fruhbeck and the Partner in Charge of our Abu Dhabi office Renad Younes, partner Jakob Egle, of counsel Manjinder Tiwana, and associates Andrea Callá, Gisele Zouein, and Krishna Parikh, with the additional support of Anthony Forde and Lena Tarrin (Corporate, Private Equity).
The team was further assisted by partners Alice Brogi and Trinh Chubbock (Projects and Infrastructure), Penny Madden (Litigation), Mohamed Al Hasan (regulatory in KSA), Sandy Bhogal alongside of counsel Bridget English and Cheryl T. Yip (Tax), and of counsel Elizabeth Wood (DD of the financing and share pledge).
Gibson Dunn is advising Diversified Energy on its $1.275 billion acquisition of Maverick Natural Resources, a portfolio company of EIG. The acquisition combines two complementary asset packages, pairing high-quality Proved Developed Producing weighted production assets with the lowest corporate decline and capital intensity among peers.
The Gibson Dunn corporate team is led by partners Tull Florey and Rahul Vashi and includes partner Hillary Holmes, of counsel Justine Robinson, and associates Jonathan Sapp, Graham Valenta, Joseph Kmetz, Caroline Bakewell, Mariana Lozano, and Malakeh Hijazi. Partner Michael Cannon and associates Josiah Bethards and Duncan Hamilton are advising on tax aspects. Partner Krista Hanvey and associate John Curran are advising on benefits.
A Gibson Dunn trial team won a directed verdict – before closing arguments – on a motion for judgment as a matter of law for client Cisco in a patent infringement trial that had sought more than $120 million in damages. Defense wins like this are exceedingly rare during patent trials.
The ruling capped off a complete defense victory over the course of the entire case: The plaintiff originally filed suit in 2022 with five asserted patents, and the Gibson Dunn team was able to whittle the case down by defeating multiple patents through motion practice, including winning two Rule 12(c) motions invalidating patents as ineligible under Section 101, and winning summary judgment of noninfringement of another patent, before winning the rest of the case during trial. The plaintiff had sought more than $376,000,000 in damages, which Gibson Dunn knocked down to approximately $120,000,000 before trial and to $0 at trial.
The Gibson Dunn trial team included partners Brian Rosenthal and Stuart Rosenberg with associates Audrey Yang, Emily Whitcher, Allen Kathir, Jaclyn Hellreich and Erin Kim.
The case is Corrigent Corp. v. Cisco Systems Inc., case number 6:22-cv-00396, in the U.S. District Court for the Western District of Texas.
A Gibson Dunn team, led by partners Barry Berke, Dani James and Darren LaVerne successfully defended New York’s former Lieutenant Governor Brian Benjamin in a bribery and fraud suit, as federal prosecutors finally dropped their suit against Benjamin and ended the nearly three-year-long case against him. Prosecutors said in their nolle prosequi filing that “based on a review of evidence in the case” and in light of [a key witness’s death], “the government has determined that it can no longer prove, beyond a reasonable doubt, the charges in the indictment.”
This resolution comes after the Gibson Dunn team met privately with prosecutors to ask that they drop the case, and to do so before the current administration left office. Upon the charges being dismissed, the team reacted, “Today’s vindication of Brian Benjamin is a timely reminder of the Reverend Martin Luther King Jr.’s famous words: ‘The arc of the moral universe is long, but it bends toward justice.’ It has been a great honor to represent Brian, and we always believed this day would come.”
The suit, brought by the U.S. Attorney’s Office for the Southern District of New York, had alleged that Benjamin used his position to obtain state grant funds for a Harlem charity in exchange for campaign contributions.
Our 2024 Annual Report provides an overview of the exceptional results we achieved during the year, the many successes we attained for our clients, and the awards and accolades we received. It recognizes our impressive new partners, shines a spotlight on several of our practice groups and offices, and shares our outstanding Pro Bono and Diversity efforts. It also pays fitting tribute to our late partner and friend — and legal giant — Ted Olson. You can read the 2024 Annual Report here.
On behalf of Coinbase, a Gibson Dunn team won a major victory Tuesday against the SEC in the U.S. Court of Appeals for the Third Circuit. Coinbase challenged the SEC denial of Coinbase’s petition requesting that the agency issue new rules explaining the agency’s views about whether and how the federal securities laws apply to digital assets.
This has been a closely watched case, carrying potentially significant implications for the digital-asset industry, which has been targeted by the SEC in recent years with an aggressive campaign of enforcement actions.
In a blow to the SEC, a unanimous Third Circuit panel held that the SEC’s denial of Coinbase’s rulemaking petition was “conclusory and insufficiently reasoned” and therefore arbitrary and capricious under the Administrative Procedure Act. In an opinion penned by Judge Ambro, the Court remanded Coinbase’s petition to the SEC for a more complete explanation.
A concurring opinion by Judge Bibas further took the SEC to task on due-process grounds. Judge Bibas faulted the agency for failing to provide “meaningful guidance on which crypto assets it views as securities,” adding that the SEC’s “silence and contradictory unofficial signals breed uncertainty,” target “a whole industry,” and risk “de facto banning it.” Judge Bibas added that the SEC’s “caginess” about how the securities laws apply to digital assets “creates a serious constitutional problem” that should be addressed in SEC enforcement actions against crypto firms.
The Gibson Dunn team was led by partners Eugene Scalia, Jonathan C. Bond, and Nick Harper and included associate Zach Young.
Gibson Dunn won a complete victory for United Services Automobile Association (USAA) in a class action in the U.S. District Court for the Southern District of California, where the plaintiffs sought nearly a billion dollars in damages and demanded changes to USAA’s business model. With this ruling, USAA has defeated every claim asserted in the complaint. The case is Coleman, et al. v. United Services Automobile Association, et al.
The Gibson Dunn team includes partners Kahn Scolnick and Brad Hamburger and associates Daniel Adler, Sean Howell, James Tsouvalas, Roark Luskin, and Milene Minassians.