Client Alert - Gibson Dunn

Client Alert

Poison Pills “à la française”: France Implements the EU Directive on Takeovers

On April 1, 2006, France implemented the April 21, 2004 EU Directive on Takeovers.

April 27, 2006

SEC Approves PCAOB’s Ethics and Independence Rules Concerning Independence, Tax Services and Contingent Fees

On April 19, 2006, the Securities and Exchange Commission ("SEC") approved new auditor independence and ethics rules proposed by the Public Company Accounting Oversight Board ("PCAOB").  These new rules focus on an auditor’s provision of tax services to public company audit clients and prohibit contingent fee arrangements for services provided to audit clients.As discussed in more detail below, the PCAOB’s new rules include several important matters for issuers to consider.  For example, the PCAOB’s new rules include specific guidance regarding the manner in which audit committees are to pre-approve permissible tax services to be performed by the outside auditor.  The rules also restrict an outside auditor from providing tax services to persons at a

April 26, 2006

Gibson Dunn Partners Participate in Panel on Executive Compensation, Corporate Penalties and Internal Investigations

Gibson Dunn partners Amy Goodman and Tim Roake participated in a recent Corporate Governance Forum hosted by the Daily Journal Corporation and reprinted in the Spring 2006 issue of 8-K magazine.

April 25, 2006

Private Rights of Action and the Sarbanes-Oxley Act of 2002

Gibson Dunn partner Robert F. Serio and associate Matthew S. Kahn are the authors of "Private Rights of Action and the Sarbanes-Oxley Act of 2002" [PDF] which appeared in the April 17, 2006 issue of Securities Regulation & Law Report.Reprinted by permission

April 17, 2006

The Tail That Wags the Dog: Parts Originally Designed for Military Applications Can Control Licensing Requirements for Contemporary End Products

In a case that demonstrates the risks associated with the cross-utilization of even minor components in military and commercial applications, a major aerospace company recently agreed to pay $15 million to settle allegations that it violated the Arms Export Control Act ("AECA"), as implemented by the International Traffic in Arms Regulations ("ITAR").

April 17, 2006

Foreign Investment Update and Outlook from the Gibson Dunn Public Policy Group

In the days after the Dubai Ports World deal failed, more than twenty different pieces of legislation were introduced in the Congress. In recent weeks, there have been a series of Committee hearings on these various legislative proposals that would affect foreign investment in the United States, including the interagency process by which such investments are overseen.There are two main pieces of legislation that will bear watching in coming weeks and are likely to be enacted into law this summer.

April 11, 2006

The United States Sentencing Commission Votes to Eliminate Requirement That Corporations Waive Attorney-Client Privilege to Earn Credit for Cooperating with Government

The United States Sentencing Commission voted unanimously on April 5 to eliminate language from the Federal Sentencing Guidelines that requires corporations to waive the attorney-client privilege and work product protections in certain circumstances in order to earn sentencing credit for cooperation with a government investigation.

April 6, 2006

German Federal Cartel Office Announces New Leniency Program

A few days ago, the German Federal Cartel Office ("FCO") published on its website an informal notice in which it detailed its willingness and ability to accept anonymous whistleblower information under its new Leniency Program.

March 30, 2006

Lawyers Can Reap Results With Judge’s Method

Gibson Dunn partner Daniel Kolkey is the author of "Lawyers Can Reap Results With Judge’s Method," [PDF] published by the Los Angeles Daily Journal.Reprinted with Permission, © The Daily Journal Corporation.

March 22, 2006

Recent OFAC Activity of Interest to Companies Participating in International Exports

The Office of Foreign Assets Control ("OFAC") has recently taken four actions of potential interest to companies participating in international exports:First, OFAC recently codified the Syrian sanctions regulations that had been imposed by a 2004 Executive Order.Second, President Bush has just issued an Executive Order imposing sanctions against the Cote d'Ivoire.Third, the Federal Register has published OFAC's new Economic Sanctions Enforcement Procedures for Banking Institutions.Fourth, the U.S.

March 17, 2006

The Future of Parallel Criminal-Civil Investigations: Business as Usual or Increased Judicial Oversight?

New York Partner Lee Dunst is the author of "The Future of Parallel Criminal-Civil Investigations: Business as Usual or Increased Judicial Oversight?" [PDF], published in the March 17, 2006 issue of White Collar Crime Report.

March 17, 2006

U.S. Supreme Court Issues Landmark Ruling Abrogating Its Decades-Old Presumption that Antitrust Market Power Arises From the Mere Ownership of IP Rights

In a landmark decision handed down by the U.S. Supreme Court on March 1, 2006, the Court unanimously abrogated its decades-old presumption, articulated most prominently in United States v. Loew’s, Inc., 371 U.S.

March 2, 2006

“Principles-Based” Accounting Standards – An Accident Waiting to Happen?

Jonathan C. Dickey and Michael J. Scanlon are authors of "'Principles-Based' Accounting Standards - An Accident Waiting to Happen?" published by Insights in February 2006.Reprinted with permission, copyright 2006, Insights

February 28, 2006

Recent Decisions Concerning the Right of Advancement of Defense Costs

Jonathan C. Dickey is the author of "Recent Decisions Concerning the Right of Advancement of Defense Costs" published in Securities Litigation Report, February 2006.This article originally was printed in the February 2006 issue (vol.

February 28, 2006

Shareholder Taxes On Dividends Are Not Allowable Costs For Subchapter S Corporation, Federal Circuit Holds

Gibson Dunn partner Karen Manos is the author of "Shareholder Taxes On Dividends Are Not Allowable Costs For Subchapter S Corporation, Federal Circuit Holds" [PDF] which appears in the February 22, 2006 issue of  The Government Contractor.  

February 22, 2006

Sarbanes-Oxley and Government Contractors: Beyond the Regulatory Burden We Knew

Gibson Dunn associate Michael Scanlon is co-author of "Sarbanes-Oxley and Government Contractors: Beyond the Regulatory Burden We Knew" [PDF], published in the Winter 2006 issue of The Procurement Lawyer.© 2006 American Bar Association.

February 13, 2006

The Virtue of Vagueness: A Defense of South Dakota v. Dole

Washington, D.C. associate Reeve T. Bull is the author of "The Virtue of Vagueness: A Defense of South Dakota v. Dole" [PDF] published in 2006 by Duke Law Journal.

February 5, 2006

German Courts Tighten Principles on Cash-Pooling

A recent Munich High Court decision could have significant implications for intercompany cash-pooling systems that involve German companies. This could affect any US or other company with a German subsidiary that is organized as a German limited liability company (GmbH).

February 1, 2006

Hart-Scott-Rodino Treatment of Corporate Officer Stock Acquisitions Solely for Investment – A Commentary

Gibson Dunn of counsel Malcolm R. Pfunder is the author of "Hart-Scott-Rodino Treatment of Corporate Officer Stock Acquisitions Solely for Investment - A Commentary," published in the January 2006 issue of The Antitrust Source, a publication of the ABA Antitrust Section.Reprinted with permission from The Antitrust Source, January 2006, a publication of the ABA Section of Antitrust Law.

February 1, 2006

Cost and Pricing Issues – West Government Contracts Year in Review Conference

Gibson Dunn partner Karen Manos is the author of "Cost and Pricing Issues" [PDF], a brief from the 2005 West Government Contracts Year in Review Conference.  

February 1, 2006