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Profile Picture

James J. Moloney

James
Moloney

Partner

CONTACT INFO

jmoloney@gibsondunn.com

TEL:+1 949.451.4343

FAX:+1 949.475.4756

Orange County

3161 Michelson Drive, Irvine, CA 92612-4412 USA

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PRACTICE

Securities Regulation and Corporate Governance Capital Markets Environmental, Social and Governance (ESG) Mergers and Acquisitions Securities Litigation Shareholder Activism

BIOGRAPHY

James J. Moloney is a corporate partner resident in the Orange County office of Gibson Dunn and serves as Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice Group.  He is also a member of the firm’s Corporate Transactions Practice Group, focusing primarily on securities offerings, mergers & acquisitions, friendly and hostile tender offers, proxy contests, going-private transactions and other corporate matters.

Mr. Moloney was with the Securities & Exchange Commission in Washington, D.C. for six years before joining Gibson Dunn in June 2000.  He served his last three years at the Commission as Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance.  In addition to reviewing merger transactions, Mr. Moloney was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in October 1999.  Mr. Moloney advises a wide range of listed public companies on reporting and other obligations under the securities laws, the establishment of corporate compliance programs, and continued compliance with corporate governance standards under the securities laws and stock exchange rules.  He advises public company boards and committees of independent directors in connection with mergers, stock exchange proceedings, as well as SEC and other regulatory investigations.  In addition, he works closely with partners in the firm’s Litigation Practice Group on securities litigation matters, including both internal and external reviews and investigations.

Representative clients include advice to:  Depomed, Inc. in responding to Horizon Pharmaceutical’s unsolicited exchange offer and consent solicitation to remove the board and acquire the company; a committee of independent directors at B/E Aerospace in connection with the company’s sale to Rockwell-Collins; St. Jude Medical in its merger with Abbott Laboratories; Kraft Foods in its acquisition of Cadbury Plc.; Ryland Homes in its merger with Standard Pacific (renamed CalAtlantic); Hewlett-Packard in its acquisition of Aruba Networks; TRI Pointe Homes in its “Reverse Morris Trust” transaction involving the acquisition of Weyerhaeuser Co.’s home-building business; Third Point in its successful proxy contest at Sotheby’s; Emulex in staving off Broadcom’s hostile bid; PeopleSoft Inc. in its sale to Oracle; as well as numerous other public companies in high profile proxy contests, hostile tender offers and other change of control transactions.

Mr. Moloney has authored a number of no-action requests to the SEC. He oversees the preparation of firm memoranda on securities law and corporate governance issues.  Mr. Moloney is a frequent contributor to professional journals and other publications, is listed in the International Who’s Who of Corporate Governance Lawyers by Who’s Who Legal, and regularly serves as a speaker at conferences around the country on a wide range of corporate governance and securities law topics.

In 1998, Mr. Moloney received his LL.M. degree in securities regulation with distinction from the Georgetown University Law Center.  He received his J.D. degree cum laude from Pepperdine University in 1994 where he was an editor of The Pepperdine Law Review.  In 1992, Mr. Moloney served as a judicial extern for Justice Armand Arabian at the California Supreme Court in San Francisco.  He received his B.S. degree in business administration with a major in accounting from Boston University in 1989.

Mr. Moloney has been a member of the California Bar since 1994. Until recently, he served as the Chair of the Proxy Statements and Business Combinations Subcommittee of the Federal Regulation of Securities Section of the American Bar Association.  He also serves on the advisory board of the Center for Corporate Reporting and Governance at the Mihaylo College of Business and Economics at Cal State Fullerton.

EDUCATION

Georgetown University - 1998 Master of Laws (LL.M.)

Pepperdine University - 1994 Juris Doctor

Boston University - 1989 Bachelor of Science

ADMISSIONS

California Bar

RECENT PUBLICATIONS

Article - December 6, 2022 | Parsing SEC’s Rule Extension For Fixed-Income Issuers
Client Alert - December 1, 2022 | SEC Extends Phased-in Approach for Application of Rule 15c2-11 for Certain Fixed Income Securities, Including Most Notably Securities Being Sold Pursuant to Resales under Rule 144A
Firm News - October 7, 2022 | Expert Guides Best of the Best United States 2022 Recognizes Ten Gibson Dunn Partners
Firm News - October 6, 2022 | Thirty-Nine Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide 2022
Client Alert - August 10, 2022 | Energy Industry Reacts to SEC Proposed Rules on Climate Change
Client Alert - July 22, 2022 | Update on Changes in SEC Commissioners
Client Alert - January 21, 2022 | Considerations for Preparing Your 2021 Form 10-K
Client Alert - December 23, 2021 | SEC Proposes Rules on Insider Trading, Rule 10b5-1 and Share Repurchases
Client Alert - November 18, 2021 | SEC Adopts Rules Mandating Use of Universal Proxy Card
Client Alert - November 10, 2021 | Discussing Human Capital: A Survey of the S&P 500’s Compliance with the New SEC Disclosure Requirement One Year After Adoption
Client Alert - October 19, 2021 | Recent SEC Amendments Bring Changes to Filing Fee Disclosure and Payment Methods
Firm News - October 7, 2021 | Thirty-Eight Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide
Client Alert - September 20, 2021 | SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond
Client Alert - June 21, 2021 | Back to the Future: SEC Chair Announces Spring 2021 Reg Flex Agenda
Client Alert - March 16, 2021 | SEC Chair Lays Out a Climate- and ESG-Oriented Agenda and Calls for Comments on Mandatory Climate-Related Disclosure Rules
Client Alert - February 3, 2021 | Considerations for Preparing Your 2020 Form 10-K
Client Alert - January 8, 2021 | A Current Guide to Direct Listings
Client Alert - January 8, 2021 | Open Questions Remain after SEC Approves Primary Direct Listings on the NYSE
Client Alert - December 7, 2020 | SEC Brings First Enforcement Action Against a Public Company for Misleading Disclosures About the Financial Impacts of the Pandemic
Firm News - October 7, 2020 | 33 Gibson Dunn Partners Recognized in Banking, Finance and Transactional Expert Guide
Client Alert - August 31, 2020 | A Double-Edged Sword? Examining the Principles-Based Framework of the SEC’s Recent Amendments to Regulation S-K Disclosure Requirements
Webcasts - July 28, 2020 | Webcast: Raising Capital in the Current Environment II: Liability Management Considerations, Bond Repurchases, Exchanges and Debt Tender Offers
Client Alert - June 25, 2020 | Additional U.S. Public Company Disclosure Considerations Related to the Impact of COVID-19
Webcasts - April 22, 2020 | Webcast: Public Energy Company Briefing: Considerations for First Quarter 2020 Reports and Board Meetings
Client Alert - April 9, 2020 | Perspectives from One Month into the COVID-19 U.S. Outbreak: Public Company Disclosure Considerations
Client Alert - March 12, 2020 | Coronavirus Disease 2019 Update: Impact under Nasdaq Rules of SEC Relief to Affected Companies
Client Alert - January 13, 2020 | Considerations for Preparing Your 2019 Form 10‑K
Client Alert - August 23, 2019 | SEC Issues New Guidance for Proxy Advisors and Investment Advisers Engaged in the Proxy Voting Process
Client Alert - March 26, 2019 | SEC Continues to Modernize and Simplify Disclosure Requirements
Webcasts - February 12, 2019 | Webcast: Getting Ready for the Next Cycle: Strategies for Distressed Out of Court Workouts and Exchanges
Client Alert - August 27, 2018 | SEC Streamlines Disclosure Requirements As Part of Its Overall Disclosure Effectiveness Review
Client Alert - October 13, 2017 | SEC Proposes Amendments to Securities Regulations to Modernize and Simplify Disclosure
Article - May 1, 2017 | Non-Voting Shares and Judicial Scrutiny
Article - January 1, 2017 | Proxy Access a’ la Private Ordering? Not So Fast!
Client Alert - November 15, 2016 | The Trump Presidency: Selected Initial Observations and Considerations
Client Alert - November 1, 2016 | SEC Proposes New Universal Proxy Card Rules for Contested Elections
Article - September 1, 2016 | Schedule 13G “Passive” Investor Status: When Being a Little Active Is Still Passive!
Article - January 15, 2016 | Unbundling Proposals After the Holidays
Client Alert - May 1, 2015 | SEC Proposes Rules Regarding “Pay Versus Performance” Disclosures
Client Alert - April 22, 2015 | U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million
Article - March 2, 2015 | Five Day Tender Offers: What Can Market Participants Expect?
Article - March 2, 2015 | Five Day Tender Offers: Conditions and Timelines
Client Alert - February 6, 2015 | Considerations for Public Company Directors in the 2015 Proxy Season and Beyond
Client Alert - February 3, 2015 | SEC Permits Five Business Day Issuer Tender Offers for Non-Convertible Debt including Non-Investment Grade Debt
Client Alert - December 5, 2014 | The First Annual Conflict Minerals Filings: Observations and Next Steps
Client Alert - November 17, 2014 | What’s the Big Deal? Why Some Seemingly Material Acquisition Agreements Might Never See the Light of Day
Client Alert - October 1, 2014 | Insights – SEC Enforcement Actions over Stock Transaction Reporting Obligations Offer Reminders for Public Companies and Their Insiders
Client Alert - September 11, 2014 | SEC Enforcement Actions Over Stock Transaction Reporting Obligations Offer Reminders for Public Companies and Their Insiders
Article - March 3, 2014 | A Look Back: Regulation M-A & The “Five-Business” Day Rule
Client Alert - February 1, 2014 | Inside the SEC: Highlights from the 41st Annual Securities Regulation Institute
Client Alert - November 11, 2013 | SEC Proposes Rules to Implement Crowdfunding Exemption: What Factors Will Affect Its Success?
Client Alert - November 1, 2013 | New Reg D: Implications for Offering Publicly Traded Securities as Consideration in Private Acquisitions
Client Alert - September 13, 2013 | Lock-Ups: When Can They Give Rise to “Affiliate” Status & Potentially Implicate Rule 13e-3?
Client Alert - September 12, 2013 | Company Receives Credit in SEC Regulation FD Case Brought and Settled Against Former Vice President for Investor Relations
Client Alert - July 22, 2013 | M&A Report – Summer 2013
Client Alert - June 20, 2013 | Through the Looking Glass: The Disclosure of Ultimate Ownership and the G8 Action Plan
Client Alert - June 3, 2013 | SEC Issues FAQs On Conflict Minerals and Resource Extraction Rules
Article - February 15, 2013 | Inside the SEC: Highlights from the 40th Annual Securities Regulation Institute
Client Alert - February 7, 2013 | Section 13(r) of the Securities Exchange Act of 1934: Disclosure Guidance for Public Companies
Client Alert - February 1, 2012 | Highlights from the 39th Annual Securities Regulation Institute
Client Alert - August 25, 2010 | U.S. SEC Adopts Final Rules on Proxy Access
Client Alert - July 22, 2010 | Securities and Exchange Commission Issues Concept Release Seeking Public Comment on U.S. Proxy System
Client Alert - July 16, 2010 | Restructuring in SEC Division of Corporation Finance
Client Alert - March 1, 2010 | Formula Pricing: “Day 20” Pricing Has Finally Arrived for Debt Tender Offers!
Client Alert - November 30, 2009 | SEC’s Division of Corporation Finance Issues Guidance Facilitating Use of Lock-Up Agreements in Connection with Registered Exchange Offers
Article - September 1, 2009 | Convertible Debt Exchange Offers: Considerations for Distressed Issuers
Client Alert - August 31, 2009 | Enforcement Action on Section 13(d) Disclosure Requirements For Institutional Investors Clarifies Exception for ‘Ordinary Course of Business’
Client Alert - July 27, 2009 | SEC Enforcement Action on Section 13(d) Disclosure Requirements for Institutional Investors Clarifies the Exception for “Ordinary Course of Business”
Client Alert - July 2, 2009 | SEC Proposes Rules on “Say On Pay” for TARP Recipients, Proposes Enhanced Corporate Governance Disclosures and Proxy Solicitation Rule Changes, and Approves Final Rule on Broker Discretionary Voting
Client Alert - May 6, 2009 | NYSE Amends Immediate Release Policy on Disclosure of Material Information
Client Alert - April 24, 2009 | SEC Staff Issues Updated Interpretive Guidance on Rule 10B5-1 Plans
Client Alert - April 13, 2009 | Debt-for-Debt Exchanges and Other Debt Modification Strategies in the Current Environment
Client Alert - April 2, 2009 | SEC Grants No-Action Relief to Activist Shareholders Seeking to “Round Out” Short Slates With Each Other’s Nominees
Client Alert - August 29, 2008 | SEC Approves Significant Amendments to the Rule 12g3-2(b) Registration Exemption, Foreign Issuer Disclosure and Reporting Requirements and Cross-Border Transaction Exemptions
Client Alert - May 19, 2008 | SEC Proposes Revisions to the Cross-Border Rules to Increase Flexibility and Provide Greater Certainty
Client Alert - February 1, 2008 | Inside the SEC – Highlights from the 35th Annual Securities Regulation Institute
Client Alert - December 8, 2006 | SEC Amendments to Tender Offer “Best-Price” Rule Effective Today
Client Alert - October 26, 2006 | Briefing – The Stock Option Backdating “Witch Hunt” – What Do I Need to Worry About?
Client Alert - October 24, 2006 | SEC Amends Tender Offer Best-Price Rule
Client Alert - December 16, 2005 | SEC Revises Periodic Report Filing Deadlines and Proposes Amendments to the Tender Offer “Best-Price” Rule
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