Publications - Gibson Dunn


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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Illinois Law Restricts Business Connections to Sudan – Many Companies Will Be Asked for Certification

On January 27, the Act to End Atrocities and Terrorism in the Sudan, Public Act 094-0079 ("the Act"), will become effective in Illinois. This legislation amends the Illinois Deposit of State Moneys Act to prohibit the investment of state funds in Sudanese entities and in domestic companies who do business with Sudan.

Client Alert | January 26, 2006

Leniency for Japan

Brussels Associate Vassili Moussis is co-author of "Leniency for Japan" [PDF] in the December 2005/January 2006 edition of Global Competition Review. Reprinted with permission.

Article | January 17, 2006

SEC Proposes Amendments to Executive Compensation, Related Party and Independence Rules

Today, the Securities and Exchange Commission (the “SEC”) voted to propose rules that would amend disclosure requirements for:executive and director compensation; related party transactions;director independence and other corporate governance matters;security ownership of officers and directors; and Form 8-K reports regarding compensation arrangements.The final rules are not expected to be enacted in time for the 2006 proxy season, but likely will apply to disclosures of 2006 compensation that are made in companies’ 2007 proxy statements.

Client Alert | January 17, 2006

Blue Ribbon Commission Issues Recommended Best Practices for Directors

On December 7, 2005, a blue ribbon commission of the National Association of Corporate Directors issued a report that discusses the current legal liability environment for directors and recommends best practices for directors to safeguard against personal liability.

Client Alert | December 20, 2005

Be Careful What You Ask For: Unintended Consequences and Unfinished Business Under the Class Action Fairness Act

Partner Jarrett Arp is the author of "Be Careful What You Ask For: Unintended Consequences and Unfinished Business Under the Class Action Fairness Act," published in the Fall 2005 issue of Antitrust magazine, a publication of the ABA Section of Antitrust Law.

Client Alert | December 19, 2005

SEC Revises Periodic Report Filing Deadlines and Proposes Amendments to the Tender Offer “Best-Price” Rule

On December 14, 2005, the Securities and Exchange Commission held an open meeting during which the Commission adopted revisions to the deadlines for filing periodic reports and the definition of an "accelerated filer".  The Commission also proposed revisions to the "best-price" rule applicable to registered tender offers intended to resolve a split among federal circuits on the interpretation of the existing rule.  At the same meeting, the Commission proposed amendments to liberalize the deregistration process for foreign companies; these amendments are summarized in a separate Gibson Dunn memo, dated December 14, 2005.Adoption of Revisions to the Periodic Report Filing Deadlines for "Accelerated Filers"The Commission adopted revisions to the pe

Client Alert | December 16, 2005

SEC Proposes Liberalization of the De-registration Process in the U.S.

 The U.S. Securities and Exchange Commission (the "SEC") announced today that it is proposing amendments to rules under the Securities Exchange Act of 1934 (the "Exchange Act") which, if adopted, will liberalize the de-registration process for many foreign private issuers, allowing them to terminate their on-going reporting obligations under the Exchange Act and remove them from the burdens of the Sarbanes-Oxley Act.

Client Alert | December 15, 2005

The European Court of First Instance Upholds the European Commission’s GE/Honeywell Merger Prohibition

On 14 December 2005 the European Court of First Instance (the "CFI") delivered its long awaited judgments in the appeals against the GE/Honeywell decision (cases T-209/01 and T-210/01).

Client Alert | December 14, 2005

OFCCP Regulations Require Federal Contractors to Track Data on Internet Applicants

Federal regulations mandate that covered federal contractors and subcontractors collect information about the gender, race and ethnicity of "applicants" for employment.

Client Alert | December 12, 2005

Employee Blogging: What Employers Don’t Know Could Hurt Them

December 2005Denver partner Jessica Brown is the author of "Employee Blogging: What Employers Don't Know Could Hurt Them," [PDF] published in the December 2005 issue of Law Journal Newsletters - Law Firm Partnership & Benefits Report.Reprinted with permission, December 2005 edition of Law Journal Newsletters - Law Firm Partnership & Benefits Report, © 2005 ALM Properties, Inc.

Client Alert | December 7, 2005

The United States Patent and Trademark Office Adopts Interim Subject Matter Guidelines

The USPTO's Motivation for The GuidelinesOn October 26, 2005, the United States Patent and Trademark Office adopted a set of Interim Guidelines for Examination of Patent Applications for Patent Subject Matter Eligibility (the “Guidelines”).

Client Alert | December 2, 2005

NYSE Proposes Amendments to its Corporate Governance Listing Standards

On November 23, 2005, the New York Stock Exchange filed proposed amendments to its corporate governance listing standards with the Securities and Exchange Commission for approval.  Among other things, the proposals would impact the NYSE's director independence requirements and related proxy disclosures and would mandate notification to the NYSE of any non-compliance with its corporate governance listing standards. Although the NYSE's filing states that its Board of Directors approved the proposed amendments in April 2005, the SEC must publish them for comment and approve them before they take effect.  An overview of the proposals is below, and the NYSE filing, which includes a mark-up showing the proposed changes to the text of the Listed Company Manual, is available on the

Client Alert | December 1, 2005

Why US companies should consider AIM

Gibson Dunn partner Kenneth Lamb and associates Justin McAnaney and Oliver s'Jacob are authors of "Why US companies should consider AIM" [PDF] published in the November 2005 issue of International Financial Law Review.

Article | November 30, 2005

Impact of Securities Offering Reform on Underwriting Arrangements

October 2005Partner Stephanie Tsacoumis is the author of "Impact of Securities Offering Reform on Underwriting Arrangements," [PDF] published in the October 2005 issue of Insights: The Corporate & Securities Law Advisor.This article is reprinted with permission from Aspen Publishers, copyright 2005, Insights, Volume 19, Number 10. 

Client Alert | November 30, 2005

U.S. Export Control Compliance Requirements for Government Contractors

November 2005Partners Joseph West and Judith Lee and associate Jason Monahan are authors of "U.S. Export Control Compliance Requirements for Government Contractors" [PDF] published in the November 2005 issue of Briefing Papers, a Thomson/West publication.Reprinted with permission, Briefing Papers, © 2005 Thomson/West.

Client Alert | November 30, 2005

SEC Proposes Amendments to the Proxy Rules Regarding Internet Availability of Proxy Materials

Today, the Securities and Exchange Commission (the "SEC") proposed amendments to its proxy rules that would permit issuers and non-issuers soliciting proxies from shareholders to deliver proxy materials electronically by posting them to a website.

Client Alert | November 29, 2005

Anonymous Reporting Procedures and Codes of Ethical Conduct in the European Union

Recent decisions by German courts and German and French Data Protection Authorities require international companies with German or French subsidiaries to carefully examine the local legal requirements before implementing anonymous reporting procedures and codes of ethical conduct.

Client Alert | November 28, 2005

ISS Releases Policy Updates for 2006 Proxy Season and Related Developments

On Friday, November 18, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released its U.S. and international corporate governance policy updates for the 2006 proxy season.

Client Alert | November 20, 2005

EEOC Approves Revisions to EEO-1 Employer Reporting Form

On November 16, 2005, the U.S.

Client Alert | November 18, 2005

The Waiver Amendment

Gibson Dunn partner F. Joseph Warin participated in a conference sponsored by the National Chamber Foundation and the U.S. Chamber of Commerce on a recent amendment to the United States Sentencing Guidelines affecting the attorney-client privilege for corporations.

Firm News | November 17, 2005