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On Friday, September 19, 2008, the Securities and Exchange Commission announced a "sweeping expansion" of its ongoing investigation of possible manipulation of the price of equity securities of financial institutions, to determine whether certain market participants engaged in illegal activity to enhance the value of short positions. SEC Chairman Christopher Cox stated that the investigation will look into the activity of investors with significant short positions in equity markets and positions in credit default swaps. This expansion, according to Chairman Cox, supplements ongoing SEC investigations concerning the origination and securitization of sub prime mortgage loans, the involvement of credit rating agencies and insurers in the securitization proce
Client Alert | September 24, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.What follows is our latest in a series of updates on key regulatory and legislative issues.Congressional HearingsToday, Treasury Secretary Henry Paulson and Federal Reserve Board Chairman Ben Bernanke testified before the House Financial Services Committee. Both Secretary Paulson and Chairman Bernanke reiterated the message they conveyed to the Senate Banking Committee yesterday, urging Congress to pass legislation quickly and warning of dire economic consequences if the federal government does not intervene soon. Tomorrow, the House Financial Services Committee will hear testimon
Client Alert | September 24, 2008
Responding to current market conditions, the U.S.
Client Alert | September 23, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.What follows is our latest in a series of updates on key regulatory and legislative issues.Senate Banking Committee HearingThe Senate Banking Committee met today to hear testimony from Treasury Secretary Henry Paulson, Federal Reserve Chairman Ben Bernanke, Securities and Exchange Commission Chair Chris Cox, and Federal Housing Finance Agency Director James Lockhart.Treasury Secretary Paulson continued to advocate for a narrowly tailored bill without additional corporate governance provisions which could slow down approval of the legislation. Though he maintained that approval of the le
Client Alert | September 23, 2008
On August 27, 2008, New York Attorney General Andrew Cuomo announced that his office had reached an agreement with Xcel Energy Inc. (the "Xcel Energy Agreement") in which Xcel Energy agreed to provide greater disclosure on climate change and associated risks in its future annual reports on Form 10-K filed with the Securities and Exchange Commission (the "SEC").
Client Alert | September 22, 2008
A key Senate investigative body has issued its latest findings in its investigation of alleged abusive tax practices, which is now in its seventh year. The investigation has examined alleged offshore tax havens, the way tax shelters are promoted, how assets are "hidden" offshore, and, most recently, dividend tax abuse. While it is not clear where the investigation will focus next, it is highly likely that it will continue.
Client Alert | September 22, 2008
Gibson, Dunn & Crutcher Deploys a Team of ExpertsMany of our clients are facing new challenges because of the dramatic economic events that have occurred over the last two weeks and as a result of changes that in their scope and reach we have not seen since the Depression. Financial markets are literally being reshaped in Washington on a real-time basis. As the Administration and Congress move forward to address the liquidity crisis and related problems, we are positioned to keep our clients apprised of key developments and to ensure that their voices are heard in the debate about how to repair our financial infrastructure.To that end, Gibson, Dunn has assembled a team of attorneys with a broad range of experience in the securities, financial, corporate, real estate, tax, b
Client Alert | September 22, 2008
Gibson Dunn has assembled a team of experts who are prepared to meet client needs as they arise in conjunction with the issues discussed above. Please contact Michael Bopp (202-955-8256, [email protected]) in the firm's Washington, D.C. office or any of the following members of the Financial Markets Crisis Group:Public Policy ExpertiseMel Levine - Century City (310-557-8098, [email protected])John F.
Client Alert | September 21, 2008
Washington, D.C. partner Stephanie Tsacoumis was featured in "Top Washington Lawyers - Corporate M&A" [PDF] published in the September 19-25, 2008 issue of Washington Business Journal.
Client Alert | September 19, 2008
In an emergency order that became effective today, September 19, 2008, the SEC suspended the timing and volume restrictions of Rule 10b-18. Rule 10b-18 is the rule that says that repurchases by a company will not be viewed as manipulative if they are effected in accordance with the conditions of the rule. The SEC emergency order:suspends the timing conditions of Rule 10b-18(b)(2)(i) – (iii). These provisions typically restrict purchases that are the opening trade or that occur in the last 10 minutes (or for less actively traded companies, during the last 30 minutes) of the regular trading session. Under the emergency order, repurchases can be made at any time during the day.raises the volume condition of Rule 10b-18(b)(4). This provision typically limits the
Client Alert | September 19, 2008
Washington, D.C. partner Raymond B. Ludwiszewski, of counsel Charles H. Haake and associate Stacie B. Fletcher are the authors of "Regulating Greenhouse Gases Emissions Using Existing Clean Air Act Authorities: If All You Have Is A Hammer, Everything Looks Like A Nail" [PDF] published in the September 16, 2008 issue of Mealey's Emerging Toxic Torts.
Client Alert | September 16, 2008
Our Program:During this briefing, Gibson Dunn's Environment and Natural Resources practice group discusses EPA's recently released Advance Notice of Proposed Rulemaking concerning Regulating Greenhouse Gas Emissions under the Clean Air Act.
Client Alert | September 15, 2008
Los Angeles partner Michael Farhang is the author of "Stock Option Backdating and the Independent Director: An Analysis of Litigation Trends" [PDF] published in the September 2008 issue of BNA's Executive Compensation Library on the Web.
Client Alert | September 8, 2008
Welcome to the third Quarterly Executive Summary of 2008, in which we highlight key developments in UK Employment and Labour law since our last Quarterly Executive Summary.A summary of cases and developments is provided below. For further details concerning cases and developments discussed in this Quarterly Executive Summary or for assistance on any UK Employment or Labour matter, please contact James Cox, Daniel Pollard or Steven Cochrane in Gibson Dunn's London office.HeadlinesTemporary Agency Workers to get same terms as Permanent Employees. The European Council of Ministers has agreed to legislate to require temporary agency workers to receive the same pay and certain other conditions of employment as the client's own staff. Click for details.House of Lords limit the
Client Alert | September 4, 2008
In a speech delivered by Deputy Attorney General Mark Filip to the New York Stock Exchange on August 28, 2008, the Department of Justice announced sweeping changes to the factors federal prosecutors may consider in determining whether to bring criminal charges against business organizations.
Client Alert | September 2, 2008
Several noteworthy developments recently occurred regarding director independence. First, on August 8, 2008, the Securities and Exchange Commission (the "SEC") approved amendments to the definition of “independent director” under the NASDAQ Stock Market Rules, which have gone into effect. Second, on August 12, 2008, the New York Stock Exchange (the “NYSE”) filed rule changes with the SEC to amend two of its director independence tests; these rules do not require SEC approval and apply beginning September 11, 2008. Finally, on August 5, 2008, the SEC announced the settlement of an enforcement action involving a former director who failed to disclose a business relationship with the auditor of three companies on whose boards he served, thereby causing the
Client Alert | September 2, 2008
Washington, D.C. partner F. Joseph Warin and associate Patrick F. Speice are the authors of "Go Directly to Jail: Sentencing of Individual Criminal Defendants in Foreign Corrupt Practices Act Cases" [PDF] published in the September issue of Bloomberg Law Reports.
Article | September 1, 2008
Washington, D.C. partner Raymond B. Ludwiszewski and of counsel Charles H. Haake are the authors of "Comment on Basic Compensation for Victims of Climate Change" [PDF] published in the August 2008 issue of the Environmental Law Reporter. Copyright © 2009 Environmetal Law Institute, Washington D.C. reprinted with permissions from ELR, http://www.eli.org
Client Alert | August 31, 2008
At a meeting on August 27, 2008, the Securities and Exchange Commission ("SEC") voted unanimously to approve changes to the Rule 12g3-2(b) exemption, amendments to its disclosure and reporting requirements for foreign private issuers, and amendments to the cross-border transaction exemptions. The SEC adopted the rules substantially as proposed, with a few significant exceptions. Specifically, the SEC did not adopt the proposal to require non-SEC registered foreign issuers to become automatically subject to U.S.
Client Alert | August 29, 2008
Washington, D.C. partner Barry Goldsmith and associate Daniel Ahn are authors of "U.S. SEC Obtains Asset Freeze In United Kingdom Against U.K. Citizen Who Is Principal Of SEC-Registered Hedge Fund" [PDF] which appeared in August 2008 issue of BNA's International World Securities Law Report.
Article | August 29, 2008