Gibson, Dunn & Crutcher is closely monitoring risks and opportunities arising from the recent and dramatic reshaping of our capital and credit markets. We are providing updates on key transactions as well as regulatory and other legal developments that we believe could prove useful as financial institutions, investors, financial sponsors and other entities navigate these transformative times.
June 9, 2009
Washington, D.C. partner Thomas G. Hungar is the author of "Observations Regarding the Supreme Court's Decision in Quanta Computer, Inc v. LG Electronics, Inc." [PDF] published in the June 2009 edition of IDEA: The Intellectual Property Law Review.
June 8, 2009
Current market conditions have produced an uptick in unsolicited merger and acquisition activity, as well as shareholder activist campaigns. However, many unsolicited bidders and activists have been forced to rethink their strategies by the presence of change-in-control put provisions in the documents governing their targets’ publicly traded debt. These provisions--commonly referred to as "poison puts"--are not an uncommon feature of publicly traded debt and other finance instruments and give bondholders and other creditors the right to call the issuer’s debt upon the occurrence of certain fundamental change-in-control events. Such events often include a forced change in the composition of a majority of the issuer’s board (a so-called "continuing dire
June 8, 2009
Los Angeles partner Marcellus McRae is the author of "Racial Diversity at the Counsel Table " [PDF] published in the June 2009 issue of California Lawyer.
June 8, 2009
The UK Financial Services Authority's new regime for disclosure of positions in contracts for difference (CfDs) came into force on 1 June 2009.
June 5, 2009
For the past several months, we have advised you of various plans announced by the Securities and Exchange Commission ("SEC") to revitalize its enforcement activities (see Gibson Dunn's May 11, 2009 Update on newly appointed Direct of Enforcement Robert Khuzami's plans). Demonstrating the adage that actions speak louder than words, the SEC on June 1, 2009 obtained a jury verdict against the former CEO of Kmart Corp for misleading investors about inventory levels and liquidity levels as the company was approaching a January 2002 bankruptcy filing. The SEC proceeded with the trial even though it dealt with conduct that took place over seven years ago, an arbitration panel had absolved the CEO of similar charges in 2005, and after the CFO had consented to
June 4, 2009
As you know, on Monday, September 15, 2008, Lehman Brothers Holdings Inc.
June 4, 2009
On March 3, 2009, the California Court of Appeal for Sixth Appellate District issued a significant published opinion substantively analyzing the scope of the preemption clause (Civ.
June 3, 2009
Orange County partner Terrence R. Allen and associate Stacy J. Marsh are the authors of "Employee Issues Can Loom Large in Sale-of-Business Transactions" [PDF] published in the June 2009 issue of the Orange County Business Journal.
June 1, 2009
Washington, D.C. partner Raymond B. Ludwiszewski and of counsel Charles H. Haake are the authors of "Climate Change: A Heat Wave of New Federal Regulation and Legislation" [PDF] published in the June 2009 issue of The Federal Lawyer.Reprinted with the permission of The Federal Laywer.
June 1, 2009
Government investment funds, often referred to as "sovereign wealth funds," have become increasingly visible investors in the United States, a trend that has not escaped the attention of Congress.
May 29, 2009
This week Pequot Capital Management announced that it will wind down in the wake of public disclosures that the government has reopened a previously closed investigation of potential insider trading. The announcement is a stark reminder of the high costs that can be imposed by a pending government investigation irrespective of the outcome and reinforces the need to (1) prevent investigations, and, if they cannot be avoided, (2) conclude them successfully and rapidly.
May 28, 2009
Two important deadlines for amending tax-qualified retirement plans (such as "401(k)" plans) and executive bonus arrangements are rapidly approaching. All employers need to review their plans and bonus arrangements and ensure that appropriate amendments are adopted in a timely manner.Tax-Qualified Retirement PlansPursuant to IRS procedures that were issued in 2005, employers generally are required to adopt "good faith" amendments to their tax-qualified retirement plans no later than the end of the "remedial amendment period" for the year in which law changes become effective. For calendar year taxpayers, the remedial amendment period generally is September 15 of the next year. The key changes that became effective for most plans in 2008 were t
May 27, 2009
San Francisco associates Matthew S. Kahn and Matthew L. Berde are the authors of "Considering Coupons" published in the May 27, 2009 issue of the Daily Journal.
May 27, 2009
On May 26, 2009, the United States Supreme Court granted certiorari in Merck & Co. v. Reynolds, No.
May 27, 2009
On May 22, 2009, President Obama signed into law the Weapons Systems Acquisition Reform Act of 2009. The legislation passed unanimously in the House and Senate the previous week. In April, the Government Accountability Office issued a report regarding the Pentagon's weapons systems, which found that 95 major systems exceeded their original budgets by $295 billion and on average were delivered two years late. Obama announced that the new law will crack down on defense programs with huge cost overruns and increase competition for contracts. The new law amends certain sections of Title 10 of the U.S.
May 27, 2009
On May 20, 2009, President Obama signed into law significant changes to the False Claims Act, 31 U.S.C. § 3729 et seq. ("FCA"). The amendments will increase the liability exposure of every company that does business with the federal government and of every company that supplies goods or services that are reimbursed by federal government dollars. This update provides an overview of the changes brought about by the new law, which (among other things), legislatively overturns the Supreme Court's 9-0 ruling last term in Allison Engine Co., Inc.
May 26, 2009
California's Unfair Competition Law (Cal. Bus. & Prof.
May 26, 2009
Denver partner Robert C. Blume and New York of counsel Alexander Southwell are the authors of "A Sword or a Shield-The New Administration's Approach to Cybercrime and Cybercrime Fighting" [PDF] published in the May/June issue of The Champion, a publication of the National Association of Criminal Defense Lawyers.
May 25, 2009
On May 7, 2009, the Securities and Exchange Commission settled charges against INTECH Investment Management, LLC, a registered investment adviser with over $55 billion in assets under management, and David E.
May 21, 2009