Gibson Dunn | Publications

July 26, 2021

“Effect of Termination” Provisions in Purchase Agreements: Considerations in an Evolving M&A Market

One of the most common provisions in an acquisition agreement is the “effect of termination” provision. As its name implies, the provision expresses the agreement of the parties regarding what, if any, liability each party will have to the other after the agreement is terminated. It is common for the provision to state that,

July 26, 2021

2021 Mid-Year False Claims Act Update

As the United States emerges from the darkest days of the COVID-19 pandemic and the Biden Administration settles in, the U.S. government and qui tam relators continue to churn out litigation and investigations under the False Claims Act (“FCA”), the government’s primary tool for combatting fraud against the federal fisc. Six m

July 22, 2021

2021 Mid-Year Update on Corporate Non-Prosecution Agreements and Deferred Prosecution Agreements

The change in presidential administration has not detoured the institutional momentum of the use of non-prosecution agreements (“NPAs”) and deferred prosecution agreements (“DPAs”) in the first half of 2021.[1] Eighteen agreements have been executed to date, which is in line with recent mid-year marks. In this client alert

July 20, 2021

2021 Mid-Year Securities Enforcement Update

I. Introduction: Themes and Notable Developments This mid-year update marks the first six months of the Commission under the Biden administration. Change came swiftly, yet is only just beginning. In this update, we look at the significant developments from the first six months of 2021, and consider what to expect from new leaders

July 19, 2021

Gibson Dunn | Europe | Data Protection – July 2021

Personal Data Watch Europe 06/28/2021 – European Commission | Adequacy decision | Transfers to the UK The Commission adopted two adequacy decisions allowing personal data to flow freely from European Union to the United Kingdom. The adequacy findings include a ‘sunset clause’ which entails that the decisions will automat

July 19, 2021

Recent Developments in California Anti-SLAPP Case Law, Summer 2021

This alert surveys recent case law and legislative developments involving California’s anti-SLAPP statute, California Civil Code § 425.16(e). The anti-SLAPP statute offers defendants in actions brought pursuant to California law a powerful procedural tool to seek early dismissal of lawsuits that target defendants’ actions take

July 16, 2021

California Supreme Court Announces New Formula for Calculating Premium Payments for Failures to Provide Meal Periods or Rest Breaks

On July 15, 2021, the California Supreme Court in Ferra v. Loews Hollywood Hotel, LLC adopted a new formula for calculating the one extra hour of premium pay that employees are owed if an employer fails to provide a compliant meal period or rest break. Specifically, the Court held that those premium payments must include the hourly

July 14, 2021

SEC Fires Shot Across the Bow of SPACs

On July 13, 2021, the Securities and Exchange Commission (“SEC”) announced a partially settled enforcement action against a Special Purpose Acquisition Company (“SPAC”), the SPAC sponsor and the CEO of the SPAC, as well as the proposed merger target and the former CEO of the target for misstatements in a registration statemen

July 13, 2021

Webcast: Conducting Effective Cybersecurity and Privacy/Data Protection Diligence in M&A Transactions

In the last several years, M&A transaction planners have become increasingly focused on cybersecurity, privacy, and data protection risks, as technology advances and the regulatory regimes evolve. This recorded webcast focuses on how to design and manage an effective cybersecurity and privacy diligence plan. A group of experts, including US and

July 9, 2021

President Signs Executive Order Directing Agencies to Address Wide Range of Businesses’ Competitive Practices, Including Non-Compete Agreements

Today, July 9, 2021, President Biden issued a sweeping Executive Order directing federal regulatory agencies to take a variety of steps that, if completed and upheld by the courts, would effect a sea change in the government’s regulation of businesses’ competitive practices.[1] The Executive Order itself will have little immedia