Client Alert - Gibson Dunn

Client Alert

SEC Amendments to Tender Offer “Best-Price” Rule Effective Today

Today, the SEC's amendments to the "best-price" rule became effective. As discussed in our previous client alert dated October 24, 2006, the Commission approved certain changes to the tender offer best-price rule.

December 8, 2006

2006 Employee Benefits Deadlines Require Immediate Attention

As another year comes to a close, employers must take a number of actions to (i) address Section 409A of the Internal Revenue Code, (ii) amend their tax-qualified retirement plans to reflect certain rules that became effective in 2006, and (iii) begin operating their plans in compliance with new rules that become effective on January 1, 2007.

December 7, 2006

New Companies Act 2006 (“Companies Act”) Impacts Upon Directors of UK Companies

The new Companies Act 2006 (the "Companies Act") was published today. The Companies Act contains over 1,200 sections and 15 appendices and has taken 10 years to reach the statute books.

December 7, 2006

Japan chapter of the PLC Cross-Border Competition Handbook 2006-2007

Brussels Associate Vassili Moussis is a contributor to the Japan chapter [PDF] of the PLC Cross-Border Competition Handbook 2006-2007, Volume 2: Leniency.

December 1, 2006

Real Estate Private Equity – Taxation for Foreign Investors

Munich partner Hans Martin Schmid and of counsel Christian Schmidt are the authors of "Real Estate Private Equity - Taxation for Foreign Investors" [PDF] published in the 2006 Private Equity Financial Yearbook.

December 1, 2006

Alcatel/Lucent Merger to Proceed Following President Bush’s Acceptance of CFIUS’s Recommendation for Approval

On November 17, 2006, President George W. Bush accepted the recommendation of the Committee on Foreign Investment in the United States (CFIUS) and permitted the $11.8 billion acquisition of U.S.-based Lucent Technologies by the French telecommunications company, Alcatel.

November 28, 2006

Condominium Hotels and Securities Laws

Partner Andrew A. Lance and associate David C. Lee are the authors of "Condominium Hotels and Securities Laws" published in the November 27, 2006 issue of the New York Law Journal.

November 27, 2006

No Profit Doesn’t Mean No Problem

Partner Stephanie Tsacoumis is the author of "No Profit Doesn't Mean No Problem," published in the November 20, 2006 issue of Legal Times.

November 20, 2006

L-3 Communications Corp. Agrees to Pay $1.5 million in Fines for Its Subsidiary’s Past Violations of the ITAR Reporting Requirements

L-3 Communications Corporation (L-3), a Delaware company engaged in the business of manufacturing and exporting defense articles and providing defense services, has agreed to pay in fines and remedial compliance measures a civil penalty in the amount of $1.5 million in complete settlement of civil charges for its subsidiary's past, pre-acquisition violations of certain reporting requirements under the International Traffic in Arms Regulations (ITAR).

November 10, 2006

Delaware Supreme Court Rules on Directors’ Standard of Oversight

Decision has significant implications for option backdating litigationIn a significant decision issued on November 6, 2006, the Delaware Supreme Court ruled on the standard to be applied under Delaware law when assessing the personal liability of corporate directors for failing to adequately oversee the corporation.

November 8, 2006

German Federal Cartel Office Vetoes Coherent’s U.S. Acquisition of Excel – GE/Honeywell Revisited?

Germany’s Federal Cartel Office (“FCO”) recently prohibited laser manufacturer Coherent, Inc.’s proposed acquisition of its competitor Excel Technology, Inc.

November 3, 2006

For litigators, the cry is: ‘Play Ball!’

Washington, D.C. Partner Andrew S. Tulumello and Associate Travis D. Lenkner are authors of "For litigators, the cry is: ‘Play Ball!’" [PDF] published in the October 30, 2006 edition of The National Law Journal.

November 2, 2006

Gibson Dunn Client American Red Cross Transforms Governance Structure

The Board of Governors of Gibson Dunn client American Red Cross unanimously approved a series of recommendations for transformational changes in an effort to modernize its 60-year-old governance structure.

November 2, 2006

Recovery of Interest Against the Government

Gibson Dunn partner Karen Manos is the author of "Recovery of Interest Against the Government" [PDF] which appears in the November 2006 issue of Cost, Pricing & Accounting Report.

November 1, 2006

The Antidote To Prolix Securities Fraud Complaints: Federal Rule of Civil Procedure 8

Washington, D.C. partner Andrew S. Tulumello is the author of "The Antidote To Prolix Securities Fraud Complaints: Federal Rule of Civil Procedure 8" [PDF] published in the November 2006 issue of Thomson/West's The Wall Street Lawyer - Securities in the Electronic Age.

November 1, 2006

Texas Supreme Court Liberalizes Standard for Enforceability of Non-Compete Agreements

With its recent decision in Alex Sheshunoff Management Services, L.P. v. Johnson, the Texas Supreme Court has modified the standard for enforceability of covenants not to compete in the context of at-will employment arrangements.

October 30, 2006

President Signs Iran Freedom Support Act

On September 30, 2006, the President signed into law the Iran Freedom Support Act ("IFSA"). The law authorizes the President to impose penalties against non-U.S.

October 30, 2006

Ninth Circuit Finds Insurance Claims Adjusters Exempt from Overtime Under Fair Labor Standards Act

In an appeal handled by Gibson, Dunn & Crutcher LLP, the Ninth Circuit yesterday reversed a $52.5 million judgment awarded to Farmers Insurance Exchange claims adjusters who alleged that they had been misclassified as exempt and denied overtime.

October 27, 2006

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