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.
April 2, 2009
SummaryOn March 30, 2009, the SEC staff issued two no-action letters regarding the solicitation of proxies to vote in the election of directors in a situation where two dissident shareholders had submitted separate "short slates" of director nominees for election at the same annual meeting. The no-action letters permit a soliciting shareholder to "round out" its short slate of directors with the nominees of other dissident shareholders, under an expansive reading of the proviso to the "bona fide nominee" rule in Exchange Act Rule 14a-4(d). Such proviso had historically been interpreted only to permit a soliciting shareholder to "round out" its short slate with nominees of the registrant.The effect of the no-action letters is to facilit
April 2, 2009
In a significant decision, the Supreme Court today held that a collective bargaining agreement (CBA) that clearly and unmistakably requires union members to arbitrate federal age discrimination claims is legally enforceable. See 14 Penn Plaza LLC et al., v. Pyett et al., No.
April 1, 2009
Washington, D.C. of counsel Malcom Pfunder is the author of "Acquisitions from Financially Distressed Entities Under the HSR Act" [PDF] published in the April 1, 2009 issue of ABA's Antitrust.
April 1, 2009
New York partner Mark K. Schonfeld is the author of "Law Enforcement Response to the Financial Crisis" [PDF] published in the April 1, 2009 issue of Law Journal Newsletter: Business Crimes Bulletin.Reprinted with Permissions from the April 2009 edition of Law Journal Newsletters 2009, an incisivemedia publication.
April 1, 2009
Washington, D.C. partner David P. Burns and associate Erin K. Sullivan are the authors of "Navigating the FCPA's Complex Scienter Requirements" [PDF] published in the April 1, 2009 issue of Bloomberg Finance L.P.
April 1, 2009
Orange County partner Mark W. Shurtleff and associate David Lee are the authors of "Must the Health Problems of a Key Executive be Publicly Disclosed?" [PDF] published in the April 2009 issue of Orange County Business Journal.
April 1, 2009
Los Angeles partner Theodore J. Boutrous Jr. and Julian W. Poon are the authors of "Tenth Circuit Rules on Loss Causation" [PDF] published in the March 2009 issue of Insights.
March 31, 2009
Last week, the Department of the Treasury and the FDIC announced their Public-Private Investment Fund (PPIF) concept, intended to remove troubled assets from banks. Significant details of the proposal remain undefined, and public comment is sought.As announced, private investors and the Treasury will invest side-by-side in PPIFs, and will share in both profits and losses. Treasury financing also will be available. Additionally, PPIFs may issue FDIC-guaranteed debt. Details of the capitalization of PPIFs, the terms of the potential investments and financing, the accounting and regulatory implications for banks that sell assets to PPIFs and related matters have not been finalized. Similarly, while officials have stated that compensation limits will not apply to
March 30, 2009
By Eduardo Gallardo and Matthew Walsh (Gibson, Dunn & Crutcher LLP)*The recent financial turmoil has left many public companies' market capitalizations at 10-year lows. Such depressed stock prices and the inability to access traditional sources of financing, coupled with the gradual erosion of antitakeover defenses under the pressure of corporate governance groups, have left many public companies vulnerable to a hostile overture or an activist investor campaign. At the same time, other companies – particularly in the technology and pharmaceutical sectors – are flush with cash and searching for bargain acquisition candidates.
March 30, 2009
March 2009The inaugural issue of Gibson, Dunn & Crutcher's Environmental News: Climate Change newsletter is now available. We hope you will find this periodic briefing on recent legal developments concerning climate change and greenhouse gas emissions informative.
March 27, 2009
On March 20, 2009, President Obama issued an executive memorandum "Ensuring Responsible Spending of Recovery Act Funds" requiring executive departments and agencies to develop certain selection criteria when committing, obligating or expending funds under the Recovery Act for grants and other forms of federal financial assistance, to monitor compliance with the Recovery Act's prohibition on funding "imprudent" projects and to limit and document communications with registered lobbyists regarding the expenditure of such funds and Recovery Act policy issues.
March 26, 2009
The staff of the New York Stock Exchange (NYSE) has corrected its advice that was the basis for our earlier client alert on this subject, so we are reissuing this alert to reflect the NYSE's corrected advice.
March 26, 2009
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.
March 25, 2009
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.
March 24, 2009
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.
March 23, 2009
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
March 23, 2009
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.
March 23, 2009
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.
March 17, 2009