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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RiskMetrics Group ISS Governance Services (ISS) Releases Policy Updates for 2009 Proxy Season and Related Developments

On November 25, 2008, RiskMetrics Group ISS Governance Services (ISS), a leading proxy advisory firm, released its U.S. and international corporate governance policy updates for the 2009 proxy season.  The ISS U.S.

Client Alert | December 1, 2008

Petition Without Prejudice: Against the Fraud Exception to Noerr-Pennington Immunity from the Toxic Tort Perspective

Orange County associate Jim M. Sabovich is the author of "Petition Without Prejudice: Against the Fraud Exception to Noerr-Pennington Immunity from the Toxic Tort Perspective" [PDF] published in the December 2008 issue of Penn State Environmental Law Review.

Client Alert | December 1, 2008

New Status of Forces Agreement Subjects Government Contractors to Iraqi Law

On November 16, 2008, the White House and the Iraqi Cabinet approved a Status of Forces Agreement (SOFA), subject to the approval of the Iraqi Parliament.  On November 27, 2008, the Iraqi Parliament approved the SOFA by a vote of 149 to 35.  This new SOFA subjects U.S.

Client Alert | December 1, 2008

Precaution In Applying The Precautionary Principle

Los Angeles partner Jeffrey D. Dintzer, of counsel Brett H. Oberst, associates Lindsay K. Larris and Lynn Hang are the authors of "Precaution In Applying The Precautionary Principle" [PDF] published online by Law360 on November 26, 2008 at law360.com. 

Client Alert | November 26, 2008

Claims Procedure in the SIPA Liquidation of Lehman Brothers Inc.

As widely reported, 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 | November 25, 2008

Financial Markets in Crisis: Housing and Credit Markets Get TARP Boost

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.

Client Alert | November 25, 2008

Financial Markets in Crisis: Final TLGP Rule

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.We are providing updates on key regulatory and legislative issues, as well as information on legal issues that we believe could prove useful as firms and other entities navigate these challenging times.This update focuses on the final rule issued today by the Federal Deposit Insurance Corporation (the "FDIC") governing its Temporary Liquidity Guarantee Program (the "TLGP").On October 13, 2008, the FDIC adopted the TLGP, which guarantees newly issued senior unsecured debt of banks, thrifts, and most holding companies of federally insured depository institutions (the &quo

Client Alert | November 21, 2008

Financial Markets in Crisis: The Waxman Hearings; TARP Update

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.We are providing updates on key regulatory and legislative issues, as well as information on legal issues that we believe could prove useful as firms and other entities navigate these challenging times.This update focuses on a series of hearings which are being conducted by Congressman Henry Waxman, chair of the House Committee on Oversight and Government Reform, and, in particular, the recent hearing on hedge funds' role in the financial crisis.BackgroundOn Thursday, October 2, 2008, Representative Waxman announced that the House Committee on Oversight and Government Reform would hold a seri

Client Alert | November 19, 2008

E-Verify Employment Eligibility Verification System Mandatory for Federal Government Contractors as of January 15, 2009

On June 6, 2008, the President amended Executive Order 12989 to require federal government contractors to "agree to use an electronic employment eligibility verification system designated by the Secretary of Homeland Security," which Secretary Chertoff designated to be the "E-Verify" system.  E-Verify is a system operated by DHS in partnership with the Social Security Administration (SSA) that allows employers to use their own computers and Internet connections to verify electronically the employment eligibility of their newly hired employees.  There is no fee for use of this service.

Client Alert | November 18, 2008

Department of the Treasury Releases Final Regulations Governing the Committee on Foreign Investment in the United States (“CFIUS”)

On November 14, 2008, the U.S. Department of the Treasury, on behalf of the Committee on Foreign Investment in the United States, issued final regulations governing CFIUS.  This follows Treasury's issuance of proposed regulations on April 21, 2008.  The period for public comment ended on June 9, 2008.

Client Alert | November 18, 2008

“Whistleblower” Who Fails to Cooperate in Internal Investigation May Be Terminated, Labor Department Rules

The Department of Labor’s Administrative Review Board (“ARB”)—which hears cases under Sarbanes-Oxley and other whistleblower laws—has affirmed dismissal of a complaint brought under the whistleblower provisions of several environmental statutes, in part because the complainant did not engage in protected activity by participating in an internal investigation when he hindered the investigation’s progress.  Caldwell v. EG&G Defense Materials, Inc., ARB No.

Client Alert | November 18, 2008

New Developments Regarding California Employers’ Obligation to Provide Meal Periods

The California Supreme Court recently granted review of the Court of Appeal's decision in Brinker Restaurant Corp.

Client Alert | November 17, 2008

Court Rules Against Shareholder Proposal Seeking New Proxy Access Regime in Electronic Arts Case

Earlier this week a federal court in New York dismissed a test case by a prominent corporate law scholar who is seeking to use SEC rules to establish new procedures for shareholders to use the company proxy to put forward shareholder proposals, including alternate director candidates.

Client Alert | November 14, 2008

Unprecedented Challenges for Executive Compensation Require Immediate Planning

In the past few months, executive compensation practices have received unprecedented attention.  In the recent "bailout" legislation for the financial services industry, for the first time Congress has imposed substantive limitations on executive compensation.  In this  case, the restrictions are imposed on executives of financial institutions that accept federal assistance under the Troubled Assets Relief Program ("TARP").  It is widely anticipated that Congress will expand some of the limitations under TARP to cover other publicly-traded companies.  In addition, Congress may enact "say on pay" legislation in the next Congress.  Even if it does not, it can be expected that compensation-related shareholder proposals, perhaps model

Client Alert | November 14, 2008

Financial Markets in Crisis: TARP Roadmap Revised

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.

Client Alert | November 13, 2008

New Federal Regulation Requires Mandatory Disclosure and Amplified Compliance Programs for Government Contractors

A final rule issued on November 12, 2008, amends the Federal Acquisition Regulation ("FAR") to require mandatory disclosure by federal government contractors of certain violations of federal criminal law and the civil False Claims Act.  (Text of final rule available here.)  The new rule also mandates that certain federal government contractors create a business ethics awareness and compliance program, as well as an internal control system.  Federal government contractors that currently have compliance and control systems in place will find it necessary to review and potentially to update their existing programs.  Contractors that violate the disclosure and compliance mandates included in the new rule face possible suspension or debarment.  (For more infor

Client Alert | November 13, 2008

Iranian “U-Turn” Transfers Now Prohibited

On November 6, 2008, the U.S. Department of Treasury announced that, effective November 10, 2008, the Iranian Transactions Regulations would be amended to revoke authorization for so-called "U-turn" transfers.  As a result, U.S.

Client Alert | November 12, 2008

Division of Corporation Finance Addresses the Shareholder Proposal Process

On November 7, 2008, the Securities and Exchange Commission's Division of Corporation Finance (the "Division") issued Staff Legal Bulletin No. 14D (the "Bulletin"), which briefly addresses four technical points regarding the shareholder proposal process under Rule 14a-8 of the Securities Exchange Act of 1934, as amended ("Rule 14a-8").

Client Alert | November 10, 2008

Financial Markets in Crisis: Expanding Authorities to Promote Liquidity and Protect Homeowners

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.

Client Alert | November 7, 2008

Many Shelf Registration Statements on Form S-3 Set to Expire Starting Next Month

The SEC’s Securities Offering Reform of December 2005 set the clock ticking for shelf registration statements on Form S-3; as a result, many shelf registration statements that were in effect on December 1, 2005 will expire on December 1, 2008.

Client Alert | November 5, 2008