Our lawyers provide sophisticated analysis, practical guidance and thought leadership on a wide range of topics. We encourage our readers to review this collection of client alerts, articles and white papers and benefit from the authors’ exceptional experience, market knowledge, practiced judgment and singular insights.
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Washington, D.C. partner Jason Schwartz is the author of "Not Your Average Whistleblower Statute" [PDF] published online by Law360 on July 31, 2009 at law360.com.
Client Alert | July 31, 2009
On July 27, 2009, the Securities and Exchange Commission took several actions relating to short selling in anticipation of the expiration of interim final temporary Rules 10a-3T under the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 204T of Regulation SHO. The full text of the press release can be found here. The most significant development is that, after July 31, 2009, institutional investment managers will no longer be required to report short sale and short position information to the SEC on Form SH. The following is a summary of the SEC's actions.Expiration of Short Sale and Short Position ReportingIn October 2008, the SEC adopted interim final temporary Rule 10a-3T, which requires certain institutional investment managers to make dis
Client Alert | July 30, 2009
Washington, D.C. partner Peter E. Seley and associate Zia C. Oatley are the authors of "Insurance and Equity in CERCLA: The Missed Opportunity of Friedland v. TIC" [PDF] published in the July 2009 issue of Bloomberg Law Reports - Environmental Law.
Client Alert | July 30, 2009
On July 22, 2009, the Securities and Exchange Commission (the "SEC") unanimously voted at its open meeting to propose for public comment a rule and amendments to various existing rules under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), intended to curtail so-called "pay to play" practices involving investment advisers.
Client Alert | July 28, 2009
In a settled enforcement action instituted July 21, 2009, the SEC provided significant guidance on the filing obligations of institutional investors under Section 13(d) of the Securities Exchange Act of 1934. Specifically, the guidance addresses the meaning of the "ordinary course of business" prong of Rule 13d-1(b)(1)(i) and reflects an expansive interpretation of Section 13(d). The SEC's administrative order found that the respondent, a registered hedge fund adviser, Perry Corp., should have filed a Schedule 13D within 10 days of acquiring beneficial ownership of more than five percent of the shares of Mylan Inc.
Client Alert | July 27, 2009
In a case that raises important questions about the nature and scope of the remedy provided in Section 304 of Sarbanes-Oxley Act of 2002, the SEC on July 22, 2009, filed a civil suit seeking to "claw back" compensation from a former chief executive officer who has not been accused of any securities law violation. The case is SEC v. Jenkins, Case 2:09-cv-01510-JWS (D.
Client Alert | July 27, 2009
On July 23, 2009, in an opinion authored by Chief Judge Anthony Scirica and joined by Judge Marjorie Rendell and Justice Sandra Day O'Connor (Ret.), the United States Court of Appeals for the Third Circuit issued a seminal decision regarding class certification pursuant to Rule 23(b)(2) and employment cases generally. Hohider v. United Parcel Service, Inc., No.
Client Alert | July 24, 2009
In a decision published July 22, 2009, a California Appellate Court held that rent restrictions for newly constructed housing were preempted by the Costa-Hawkins Rental Housing Act (Costa-Hawkins), California Civil Code Section 1954.50 et seq., finding that limitations on initial rents were "hostile and inimical" to a residential landlord's right under Costa-Hawkins. Palmer/Sixth Street Properties v. City of Los Angeles, No.
Client Alert | July 24, 2009
On 16 July 2009, Sir David Walker, Senior Adviser at Morgan Stanley International, who has been commissioned by the UK Secretary of State for Business, Enterprise and Regulatory Reform and HM Treasury to undertake an independent review of corporate governance of the UK banking industry, published his consultation document -- A Review of Corporate Governance in UK Banks and Other Financial Industries.
Client Alert | July 23, 2009
Washington, D.C. partner F. Joseph Warin, associates Michael Diamant and Matthew P. Hampton are the authors of 'Use of “Conscious Avoidance” Doctrine in Frederic Bourke Conviction Expands Corporate Executives’ FCPA Exposure' published in the July 22, 2009 issue of Securities Docket.
Client Alert | July 22, 2009
How to Find and Use Smoking Gun Evidence to Protect Your BusinessOur Program: Gibson Dunn partners Jessica Brown, Karl Nelson and Jason Schwartz are joined by Stroz Friedberg Managing Director Seth Berman to address the legal and practical steps to prevent and/or restrict the loss of key employees to a competitor.
Client Alert | July 16, 2009
Yesterday, the Obama administration (the "Administration") delivered to Congress draft legislation, the Private Fund Investment Advisers Registration Act of 2009. Under the proposed legislation, managers of most hedge funds, private equity funds and venture capital funds in the U.S. would be required to register with the Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940 (the "Advisers Act"). The existing exemption for investment advisers with fewer than 15 clients would be eliminated, and specific information reporting would be required for advisers to any "private fund." A limited exemption will continue to apply to certain "foreign private adviser
Client Alert | July 16, 2009
On July 10, 2009, the Obama Administration delivered to Congress draft legislation to implement its regulatory reform agenda with respect to financial markets regulation. The draft "Investor Protection Act of 2009" largely tracks the Administration's June 17, 2009 framework for Financial Regulatory Reform.Although we are only now seeing the Administration's rough framework for regulatory reform, we can, and should, begin to anticipate the implications of the proposed changes to financial markets regulation with respect to compliance challenges, customer exposure, risk management, and operational burdens.In her article, Financial regulatory reform: anticipating the compliance challenges for broker-dealers, for Complinet (July 15, 2009), Susan Grafton of Gibson Dunn discusses
Client Alert | July 15, 2009
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets.
Client Alert | July 15, 2009
Los Angeles partner Gareth Evans is the author of "The Recorder: Access Granted" [PDF] published in the July 15, 2009 issue of The Recorder. Reprinted with permissions from the July 15, 2009 edition of The Recorder.
Client Alert | July 15, 2009
Last week, the U.S. Court of Appeals for the Ninth Circuit issued three published opinions that should help defendants challenge labor-and-employment and other types of class actions: (1) Vinole v. Countrywide Home Loans, Inc., No.
Client Alert | July 14, 2009
As you know, on Monday, September 15, 2008, Lehman Brothers Holdings Inc. ("Lehman Holdings") filed a voluntary petition under chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), with the United States Bankruptcy Court for the Southern District of New York.
Client Alert | July 14, 2009
In a landmark decision which has already received wide press coverage, on June 30, 2009 the French Cour de Cassation, which is the highest court in the French judiciary, accepted Gibson Dunn’s arguments and reversed a longstanding case law regarding creditors' absence of standing in challenging the jurisdiction of French courts in the context of insolvency proceedings.
Client Alert | July 13, 2009
The frenetic pace of False Claims Act ("FCA") activity in 2008 has continued into the first half of 2009. In addition to record-breaking FCA settlements in several industries, we have witnessed substantial amendments to the federal statute itself.
Client Alert | July 13, 2009
The California Supreme Court has ruled in Arias v. Superior Court (Angelo Dairy) that for claims brought as “representative” actions under California’s Unfair Competition Law (UCL), Business & Professions Code Section 17200, et seq., a plaintiff seeking relief on behalf of others must satisfy class action requirements, but a plaintiff seeking civil penalties for alleged California Labor Code violations in a representative capacity under the Labor Code Private Attorneys General Act (PAGA) does not have to meet class requirements. In a companion case, Amalgamated Transit Union, et al.
Client Alert | July 13, 2009