Client Alert - Gibson Dunn

Client Alert

Financial Markets Crisis Group

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.

September 21, 2008

Top Washington Lawyers – Corporate M&A

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.

September 19, 2008

SEC Loosens Restrictions on Issuer Repurchases; Insider Trading Considerations Continue to Apply

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

September 19, 2008

Regulating Greenhouse Gases Emissions

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.

September 16, 2008

EPA’s Advance Notice of Proposed Rulemaking Concerning the Regulation of Greenhouse Gas Emissions Under the Clean Air Act

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.

September 15, 2008

Stock Option Backdating and the Independent Director: An Analysis of Litigation Trends

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.

September 8, 2008

UK Employment and Labour Law — Quarterly Executive Summary (September 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

September 4, 2008

Department of Justice’s New Policy on the Investigation of Companies Warrants Reassessment of Corporate Responses to Criminal Investigations

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.

September 2, 2008

Recent Developments Regarding Director Independence

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

September 2, 2008

Go Directly to Jail: Sentencing of Individual Criminal Defendants in Foreign Corrupt Practices Act Cases

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.

September 1, 2008

Comment on Basic Compensation for Victims of Climate Change

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

August 31, 2008

SEC Approves Significant Amendments to the Rule 12g3-2(b) Registration Exemption, Foreign Issuer Disclosure and Reporting Requirements and Cross-Border Transaction Exemptions

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.

August 29, 2008

SEC Approves Release of Roadmap for Adoption of IFRS by U.S. Issuers

On August 27, 2008, the SEC voted unanimously to issue a proposed roadmap for the potential transition by U.S. issuers from U.S.

August 27, 2008

French Taxation of Real Property Capital Gains

Paris associates Jerome Delaurière and Charlotte Prest are authors of "French Taxation of Real Property Capital Gains" [PDF].  This article first appeared in Tax Notes International on August 25, 2008, p.661.

August 25, 2008

Termination of a Lease Agreement under German Law for Lack of Written Form Despite Obligation to Remedy Form Deficiencies

The Higher Regional Court (Oberlandesgericht – "OLG") of Rostock ruled on July 10, 2008 (case no. 3 U 108 / 07) that a long term commercial lease agreement may be terminated with six months' prior notice to the end of any quarter due to written form deficiencies although the lease agreement provided that each party should use its best efforts in order to cure any deficiencies of the written form ("Remedy Clause").

August 18, 2008

Edwards v. Arthur Andersen — California Supreme Court Invalidates Limited Employee Noncompetition Agreements and Upholds General Release of Claims

On August 7, 2008, the California Supreme Court issued its long-awaited decision in Edwards v. Arthur Andersen LLP, holding that noncompetition agreements are invalid unless expressly permitted by statute, such as in connection with the sale of a business.  The Supreme Court also held that employee releases of “any and all" claims are valid even though nonwaivable statutory claims are not expressly carved out from the scope of the release.

August 13, 2008

Seventh Circuit Court of Appeals Clarifies the Reach of Federal Jurisdiction for “Mass Actions” Under The Federal Class Action Fairness Act

On August 1, 2008, the United States Court of Appeals for the Seventh Circuit decided an issue of first impression and held that the determination of whether an action is a "mass action" under the Class Action Fairness Act of 2005 ("CAFA") can be made at any stage of the proceedings, including when the suit is first filed.

August 12, 2008

New Chinese Antitrust Merger Thresholds

The Chinese State Council has adopted new implementing regulations regarding the notifiability of mergers in China. The regulations were published on 4 August 2008, but came into force on 3 August 2008.The regulations set out the following notification thresholds:  a.

August 7, 2008

House Passes Bill to Impose Stricter Regulations on Consumer Products

On July 30, 2008, the House of Representatives voted 424-1 in favor of a bill that would impose stricter regulations on consumer products, including children's products, that contain certain chemicals.

July 31, 2008

SEC Issues Guidance on Use of Company Websites to Disseminate Information to Investors

Yesterday, the Securities and Exchange Commission (the "SEC") approved the issuance of an interpretive release regarding the application of the federal securities laws to information posted on public company websites.  The release will update interpretive guidance provided by the SEC in 2000 in light of advances in technology and increasing demand from investors for interactive, up-to-date sources of information.  The SEC's guidance is intended to encourage increased use of websites to disseminate information to investors, as well as more innovative and creative means of electronic dissemination such as interactive shareholder forums and blogs.

July 31, 2008