Client Alert - Gibson Dunn

Client Alert

Briefing – The Stock Option Backdating “Witch Hunt” – What Do I Need to Worry About?

Over the last year or so there has been an increasing number of corporate investigations into alleged stock option backdating activities led primarily by the SEC, the DOJ and the FBI.

October 26, 2006

SEC Amends Tender Offer Best-Price Rule

On October 18, 2006, the U.S. Securities and Exchange Commission unanimously approved changes to the tender offer best-price rules set forth in Exchange Act Rules 14d-10(a)(2) and 13e-4(f)(8)(ii).

October 24, 2006

United Nations Convention Steps Up International Efforts to Combat Corruption

On September 15, 2006, the United States Senate provided its advice and consent to the ratification of the United Nations Convention Against Corruption (“the Convention”).

October 23, 2006

Joint venture review under the new EC Merger Regulation

Munich Partner Michael Walther and Associate Ulrich Baumgartner are authors of "Joint venture review under the new EC Merger Regulation" [PDF] published in the The European Antitrust Review 2007.An extract from The European Antitrust Review 2007, a Global Competition Review special report - www.globalcompetitionreview.com

October 18, 2006

Christopher A. Padilla Confirmed as Assistant Secretary of Commerce for Export Administration

On September 29, 2006, the U.S. Senate confirmed Christopher A. Padilla as Assistant Secretary of Commerce for Export Administration. In this capacity, he will be the second highest ranking official in the Commerce Department's Bureau of Industry and Security.

October 17, 2006

EU Competition Law in the media and broadcasting sectors

Brussels Partner David Wood and Associate Miranda Cole are the authors of "EU Competition Law in the media and broadcasting sectors" [PDF] published in The European Antitrust Review 2007.An extract from The European Antitrust Review 2007, a Global Competition Review special report - www.globalcompetitionreview.com

October 17, 2006

Norwegian Oil Company Pays $21 Million to Settle FCPA Charges Stemming from Bribes to Iranian Official

Statoil ASA, an international oil company headquartered in Norway and majority-owned by the Government of Norway, has agreed to pay a total of $21 million to settle criminal and administrative charges for violating the anti-bribery and books-and-records provisions of the U.S.

October 16, 2006

Department of Justice Establishes New Task Force to Combat Fraud In Government Contracting

Earlier this week, the United States Department of Justice announced the formation of a new National Procurement Fraud Task Force intended to increase detection and prosecution of fraud in government contracting.  Led by the Criminal Division of the Department of Justice, the task force will create a partnership with the U.S.

October 13, 2006

New U.S. Anti-Terrorism Guidelines for Charities and Nonprofit Organizations

The U.S. Department of the Treasury has issued updated anti-terrorism guidelines for U.S.-based charities and nonprofit organizations. The U.S. Department of the Treasury Anti-Terrorist Financing Guidelines: Voluntary Best Practices for U.S.-based Charities, released September 29, is intended to help charities assess and develop their internal controls and protective measures to avoid involvement in terrorist support networks.

October 12, 2006

IRS Extends Section 409A Transition Relief Through December 31, 2007

On October 4, the IRS issued long-expected guidance extending the transition relief under Section 409A of the Internal Revenue Code (the "Code"). As described below, subject to an exception for certain "in the money" stock options granted to Section 16 officers and directors of publicly-traded companies, Notice 2006-79 generally extends the key transition rules through December 31, 2007.Effective Date/Good Faith Reliance.

October 5, 2006

New Sarbanes-Oxley “Whistleblower” Decision Provides Important Clarification on Protected Activity

In one of the most important Sarbanes-Oxley " "whistleblower" decisions to date, the Department of Labor's Administrative Review Board ("ARB," or "Board") has reversed the decision of an Administrative Law Judge and ruled that FLYi, Inc.

October 5, 2006

UK Introduces Protection Against Age Discrimination for the First Time

On October 1st, 2006 the Employment Equality (Age) Regulations 2006 (the "Age Regulations") came into force.

October 5, 2006

World Bank Announces New Voluntary Disclosure Program: Entities That Voluntarily Report Wrongdoing Will Not Face Sanctions

The World Bank has announced that its Board of Executive Directors has approved a new Voluntary Disclosure Program intended to encourage entities to report fraudulent and corrupt practices involving projects financed or supported by the World Bank.

October 3, 2006

Wave of Putative Class Actions Filed Against Sponsors of 401(k) Plans

A wave of putative class action lawsuits were filed last week against sponsors of 401(k) plans and other defined contribution retirement plans. The lawsuits were filed in federal courts throughout the country against some of the largest and best known companies in the U.S.

September 28, 2006

European Court of First Instance Delivers Important Judgment in the GlaxoSmithKline Case on Glaxo’s dual pricing practice to prevent parallel trade of pharmaceuticals in the EU

On 27 September 2006, the European Court of First Instance (CFI) delivered an important judgment in the GlaxoSmithKline (“Glaxo”) Case on Glaxo’s dual pricing practice to prevent parallel trade of pharmaceuticals in the EU.

September 27, 2006

European Court of Justice Delivers Important Judgment in Laserdisken Case on Interplay Between National and EU Copyright Law

On 12 September 2006, the European Court of Justice (ECJ) delivered an important judgment on the interplay between national and EU copyright law, a judgment which also has implications for the interplay between IP and antitrust in the EU.

September 19, 2006

Beware of OFAC

Partner Judith Lee and Of Counsel James Slear are authors of "Beware of OFAC" [PDF] published in September 2006 in the International Financial Law Review.Copyright 2006 by the International Financial Law Review.

September 15, 2006

Special problems concerning the Foreign Corrupt Practices Act in the People’s Republic of China

Partner Judith Lee and Of Counsel James Slear are authors of "Special problems concerning the Foreign Corrupt Practices Act in the People's Republic of China" [PDF] published in September 2006 in the IBA Legal Practice Division's Litigation Committee Newsletter.

September 13, 2006

Japanese leniency process evolves

Brussels Associate Vassili Moussis is the author of "Japanese leniency process evolves" [PDF] in the August 30, 2006 edition of Global Competition Review.--------------------------------------------------------------------------------Reprinted with permission.   www.GlobalCompetitionReview.com

September 11, 2006

2006 Bank Secrecy Act/Anti-Money Laundering Examination Manual Clarifies Elements of Effective OFAC Compliance Program for ACH Transactions

On July 28, 2006, the Federal Financial Institutions Examination Council (FFIEC) released the 2006 Bank Secrecy Act/Anti-Money Laundering Manual ("BSA/AML Manual").

September 11, 2006