Client Alert - Gibson Dunn

Client Alert

Adapting to the Regulatory Clamp Down on Short Selling: The Investment Manager’s Perspective

Washington, D.C. of counsel Susan Grafton and associate S. Joy Dowdle are the authors of "Adapting to the Regulatory Clamp Down on Short Selling:  The Investment Manager's Perspective" [PDF] published in the November 2008 issue of IAA"s Compliance Corner.

November 3, 2008

Trends in Subprime-Related Securities Fraud Actions

New York partner Jennifer Rearden and associate J. Taylor McConkie are the authors of "Trends in Subprime-Related Securities Fraud Actions" [PDF] published online by Law360 on October 31, 2008 at law360.com.

October 31, 2008

Code Section 457A: Ending Deferral of Compensation for Managers of Offshore Hedge Funds

The Emergency Economic Stabilization Act was signed into law by President Bush on October 3, 2008.  Included in the Act is new Internal Revenue Code Section 457A, which is intended to end the deferral of compensation payable to managers of offshore hedge funds under a nonqualified deferred compensation plan.

October 30, 2008

Second Circuit Leaves Door Open for Foreign Plaintiffs’ Securities Actions Against Foreign Issuers

On October 23, 2008, the United States Court of Appeals for the Second Circuit issued a published and precedential decision in Morrison v. National Australia Bank (Docket Number 07-0583-cv), which left open the door for applications of the anti-fraud provisions of American securities laws in so-called "Foreign-Cubed" securities cases--that is, cases brought by foreign plaintiffs, against a foreign company, arising out of a foreign securities transaction.  Although the Court declined to exercise jurisdiction because of the particular facts of the National Australia Bank case, the Court also declined to adopt a bright-line rule barring jurisdiction in all such cases.  Facts and Procedural Posture of National Australia BankNational Australia Bank ("NAB") is Austr

October 29, 2008

Deal Note: Gibson Dunn Represents Apria Healthcare in Its Sale to The Blackstone Group

Gibson, Dunn & Crutcher LLP's Health Care and Life Sciences Group is pleased to announce its representation of Apria Healthcare Group Inc. in connection with the company's successful sale to The Blackstone Group, a leading investment and advisory services firm.

October 29, 2008

Dealing with Underwater Stock Options

Many companies originally granted stock options to provide an incentive to employees to remain with the company and to enable them to share in the stockholder value that they help create.  The recent prolonged and widespread stock market downturn has increased pressure on these companies to develop an effective strategy to provide stock compensation to employees and other service providers who feel as if all they have are worthless options and to use limited stock plan share reserves more effectively.  The last broad market downturn in 2001 ushered in the first large-scale response to underwater options.  The legal environment and the degree of oversight of large institutional investors and their advisory services have both changed greatly since that time.  Gibson Dunn�

October 27, 2008

Financial Markets in Crisis: Regulation of Credit Default Swaps

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.

October 23, 2008

Financial Markets in Crisis: Congress Takes a Closer Look; FDIC Issues Interim 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.

October 23, 2008

IRS Releases Updated Qualified Plan Limitations for 2009

On October 16, 2008, the IRS released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2009.  The increases are pursuant to inflation adjustment factors included in the applicable sections of the Internal Revenue Code.

October 23, 2008

Financial Markets in Crisis: Fed Announces a Third Funding Facility Designed to Increase Market Liquidity

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.

October 21, 2008

Financial Markets in Crisis: Critical Issues in the Current Environment

Many of our clients have been facing unprecedented new challenges as a result of the dramatic economic events that have occurred over the last month.  The financial markets continue to evolve in Washington on a real-time basis and the daily volatile gyrations in the stock markets around the world have led to uncertainty, anxiety and issues of first impression for many of our clients.  We believe that the events that occur in the coming months will shape not only the financial futures of many of our clients and their competitors, but also the world economy.

October 20, 2008

Financial Markets in Crisis: The Capital Purchase Program Takes Shape

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.

October 20, 2008

Choice Roles

London partner Rachel Couter is the author of "Choice roles" [PDF] published in the October 20, 2008 issue of The Lawyer.

October 20, 2008

RiskMetrics Group – ISS Governance Services Opens Comment Period for 2009 Proxy Voting Policies

On October 14, 2008, RiskMetrics Group – ISS Governance Services ("ISS"), a leading proxy advisory firm, announced the opening of the comment period for its proposed 2009 proxy voting policies.  ISS is accepting comments on the proposed policy updates through October 31, 2008.  It expects to release the final U.S.

October 17, 2008

Shifting Investment Strategy Toward Real Estate Debt Acquisition

While real estate equity investment continues to be challenging during the current global financial turmoil, many investors have turned to acquiring real estate debt.  Gibson, Dunn's real estate group and our clients have been in the forefront of forming funds and purchasing whole mortgage loans, so-called "B-pieces" of mortgage loans (as well as more junior pieces), mezzanine loans and CMBS bonds.

October 16, 2008

Disclosure Considerations in Turbulent Times

As the most recent fiscal quarter has come to a close, public companies are preparing their periodic reports in the midst of turmoil in the general economy and upheaval in credit markets.  These developments create special challenges for the disclosures required in periodic reports filed with the securities and exchange commission and warrant a discussion of current issues and approaches.

October 15, 2008

Financial Markets in Crisis: TARP Takes Shape: President Announces Additional Measures

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.

October 14, 2008

Federal Court Rules That Punitive Damages May Be Recovered By A Public Water District As A Result Of Groundwater Contamination

A California district court recently held that a local water district was entitled to pursue a claim for punitive damages relating to a company's release of a chemical that contaminated drinking water.

October 14, 2008

New Guidance on Fair Value Accounting

The SEC and FASB staffs have recently issued additional guidance on the application of FASB No. 157 ("Fair Value Measurements") when determining the fair value of illiquid financial instruments.  First, the SEC and FASB staffs issued a joint press release on September 30, 2008, which included a series of Q&As on this topic.

October 13, 2008

SEC Adopts Enforcement Manual

The SEC's Division of Enforcement  issued its first-ever manual  this week.  Intended as a reference for Enforcement Division staff, the Manual provides important insight into SEC decision-making and processes on such key matters as evaluating possible investigations, opening and closing matters, issuing Wells letters, communicating with senior SEC officials, responding to document subpoenas, "witness assurance" letters, contacting current and former employees, and respecting the attorney-client privilege during an investigation.  It will be an essential guide for anyone with a matter before the Division of Enforcement.

October 10, 2008