Publications - Gibson Dunn

Publications

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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Germany Exempts Acquisitions with Little Effect on German Markets from Its Merger Control Regime

As of today, March 25, 2009, an important amendment to the German merger control regime has entered into force. This amendment will significantly decrease the number of de minimis and extra-territorial mergers that will need to be notified to the German Federal Cartel Office ("FCO", the Bundeskartellamt) in the future.

Client Alert | March 25, 2009

Purchase Agreement for Unsubdivided Property Void Unless Agreement Includes Subdivision Map Act Compliance as an Unwaivable Condition Precedent to Close

A recent California appellate court decision serves as a reminder that care must be taken when drafting or entering contracts for unsubdivided parcels of land.

Client Alert | March 24, 2009

Subprime-Related Securities Litigation: Early Trends

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Client Alert | March 23, 2009

Federal Circuit Upholds USPTO’s Limits On Patent Claims (At Least For Now)

Over the last decade, the United States Patent and Trademark Office's patent allowance rate has decreased from over 70% in 1999 and 2000 to roughly 42% in the first quarter of 2009, notwithstanding a steady increase in the number of applications during this period.  Perhaps consistent with this trend, the USPTO has made efforts to place new limitations on the prosecution of patents, including four new rules that the agency recently attempted to implement to restrict the number of claims that may be included in each patent application, as well as the number of continuation applications that may be filed.  On Friday, March 20, 2009, in a closely watched decision, the Federal Circuit in Tafas v. Dudas upheld the USPTO's authority to make these rules and disallowed only one of the fo

Client Alert | March 23, 2009

Details of Public-Private Investment Fund Released; Executive Compensation Restrictions Will Not Apply to Private Participants

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 | March 23, 2009

Appellate Advocacy in Antitrust Cases: Lessons from the Supreme Court

Washington, D.C. partner Thomas G. Hungar is the author of "Appellate Advocacy in Antitrust Cases: Lessons from the Supreme Court" [PDF] published in the Spring 2009 issue of ABA's Antitrust.

Client Alert | March 23, 2009

Mandatory Electronic Filing and Other Changes to Form D

On March 16, 2009, the amendments to Form D requiring electronic filing and annual updates became effective.  These requirements were included in the amendments to Regulation D adopted by the Securities and Exchange Commission (the "SEC") in February 2008.

Client Alert | March 17, 2009

SEC Publishes for Comment Proposed Amendment to NYSE Rule to Eliminate Broker Discretionary Voting in Uncontested Director Elections

The Securities and Exchange Commission ("SEC") recently published for comment a proposed amendment to New York Stock Exchange LLC ("NYSE") Rule 452, Giving Proxies by Member Organizations, that would limit the ability of brokers to cast discretionary votes in uncontested director elections.  The result could be significant for many issuers, especially those that have adopted a majority voting standard in uncontested director elections.  Because Rule 452 applies to brokers, the proposed amendment, if adopted, will impact not only issuers listed on the NYSE, but also issuers listed on other exchanges such as NASDAQ.  Set forth below is a summary of the proposed amendment, as well as practical considerations for issuers and others to weigh in commenting on t

Client Alert | March 13, 2009

Section 1519:Why Obstructing an Investigation By Company Counsel May Now Be a Federal Crime

Los Angeles partner Michael Farhang is the author of "Section 1519:Why Obstructing an Investigation By Company Counsel May Now Be a Federal Crime" [PDF] published in the March 13, 2009 issue of BNA's White Collar Crime Report.Reproduced with permission from White Collar Crime Report, 4 WCR 191 (Mar.

Client Alert | March 13, 2009

Still Divisive-PSLRA Discovery Stay

New York of counsel Richard Cashman is the author of  "Still Divisive-PSLRA Discovery Stay" [PDF] published online by Law360 on March 12, 2009 at law360.com.

Client Alert | March 12, 2009

Hedge Funds in the Crosshairs: The Year in Review

Washington, D.C. partner Barry R. Goldsmith, associates Daniel H. Ahn and Brian D. Boone are authors of "Hedge Funds in the Crosshairs: The Year in Review" [PDF] published in the March 11, 2009 issue of BNA's Securities Law and Regulation.

Article | March 11, 2009

Federal Circuit Agrees to Reconsider Extraterritorial Reach of Patent Laws

The United States Court of Appeals for the Federal Circuit has granted en banc rehearing in Cardiac Pacemakers, Inc. et al. v. St. Jude Medical et al., a case with important ramifications for all companies that do business both in the United States and abroad.  The question that the en banc Court has agreed to decide is "does 35 U.S.C.

Client Alert | March 10, 2009

Recent Supreme Court Decision Limits Ability To Find That Federal Regulations Preempt Causes of Action Under State Law

On Wednesday, March 4, 2009, the Supreme Court released a decision holding that federal approval of labels giving warnings about the effects of drugs does not pre-empt lawsuits bringing state law claims of inadequate warnings.

Client Alert | March 10, 2009

Ninth Circuit Declines En Banc Review of San Francisco Mandated Health Care Law; Supreme Court Review Possible

Today, the full Ninth Circuit Court of Appeals declined to reconsider an earlier, 3-judge panel decision that upheld a San Francisco ordinance requiring employers to make health care expenditures on behalf of employees.  The Ninth Circuit's ruling in Golden Gate Restaurant Ass'n v. City and County of San Francisco, No.

Client Alert | March 9, 2009

The Papillon Decision: Upcoming French Tax Group Reform

Paris associate Jérôme Delaurière is the author of "The Papillon Decision: Upcoming French Tax Group Reform" [PDF] published in the March 9, 2009  issue of  Tax Analysts's Tax Notes International (pg.903).

Client Alert | March 9, 2009

Congressional Investigation, Bill Focus on Offshore Tax Havens

A key Senate investigative body this week continued its series of investigative hearings on offshore tax havens and tax abuse, focusing on the strict secrecy in which U.S.

Client Alert | March 6, 2009

Vapor Intrusion: New Exposures, Old Sites

Orange County associates Sarah Schlosser and Tu-Quyen Pham are authors of "Vapor Intrusion: New Exposures, Old Sites" [PDF] published online by Law360 on March 6, 2009 at law360.com.

Client Alert | March 6, 2009

Obama Administration Undertakes Review of Procurement Law

This week President Barack Obama has given a strong indication that--along with a slew of other big ticket items--government procurement reform will be one of his administration's priorities.  Though procurement reform was not touted during the campaign and was largely absent from the initial introduction to the administration's agenda, the President and a bipartisan team of senators have championed two changes, in as many days, to the awarding and oversight of government contracts.  The legislation has only been proposed and the President has only ordered a review of the procurement process, but the emphasis is likely indicative of more proposals and changes to come.  With daily pledges for both additional government spending and renewed fiscal responsibility, the President

Client Alert | March 5, 2009

Proposed Amendments to the Delaware General Corporation Law

Significant proposed amendments to the Delaware General Corporation Law dealing with proxies and stockholder meetings, among other items, have been submitted to the Delaware State Bar Association for approval.

Client Alert | March 5, 2009

Seventh Circuit Issues an Important Opinion Regarding the Statute of Limitations for SEC Civil Fines

In recent years, Securities and Exchange Commission ("SEC") enforcement investigations have become extended and enforcement actions have often been commenced five years or more after the events that form the basis for the claim.  As a result, lawyers for persons who are involved in SEC investigations are frequently asked to sign agreements tolling the running of the statute of limitations.  On February 26, 2009, the United States Court of Appeals for the Seventh Circuit issued a significant decision in Securities and Exchange Commission v. Koenig (Docket No.

Client Alert | March 5, 2009