Gibson Dunn advised Serena Williams, one of the world’s most celebrated athletes, in the acquisition of an ownership stake in the Toronto Tempo, the first Canadian Women’s National Basketball Association team.

The Gibson Dunn corporate team was led by partner Kevin Masuda and included associates Irina Dykhne and Joey Herman. Partner A.J. Frey and associate Kevin Lafferty advised on investment funds aspects.  

Gibson Dunn has advised H.I.G. Capital, a leading global alternative investment firm managing $67 billion in capital, on its strategic investment in TIMETOACT GROUP.

The Gibson Dunn international private equity team was led by partners Till Lefranc, Dirk Oberbracht, Isabel Berger, and of counsel Aliresa Fatemi. The team also included of counsel Cason Moore, and associates Fabiana Obermeier, Lisa Hollfelder, and Sarah Reder.

Partner Benjamin Rapp and associate Daniel Reich advised on tax aspects. Partner Sebastian Schoon and of counsel Daniel Rogits advised on finance aspects. Partner Kai Gesing advised on privacy and IT matters. Partners Finn Zeidler and Katharina Humphrey advised on regulatory and compliance matters. Of counsel Peter Gumnior advised on employment law.

Gibson Dunn is pleased to announce the expansion of the firm’s International Arbitration Practice Group with the addition of Patrick W. Pearsall as a partner in Washington, D.C. Patrick is a leading lawyer in the areas of international arbitration and public international law who served in the U.S. State Department for nearly a decade working on economic diplomacy and departed as the Chief of Investment Arbitration. Since leaving government, Patrick has developed a robust practice advising multinational corporations and sovereign states on a variety of cross-border matters. He regularly appears before tribunals around the world. He is also regularly called upon by business leaders to advise on strategic political issues and disputes, or potential disputes, with governments (including the U.S. government). His practice will focus on international arbitration, complex commercial disputes, investment protection, public international law, and geopolitical crisis management.

“We are thrilled to welcome Patrick to Gibson Dunn,” said Rahim Moloo, Co-Chair of the firm’s International Arbitration Practice Group. “I have known Patrick for many years. He is well-respected because of his thoughtful counsel and rich experience. His experience includes advising and acting for businesses and states alike in their most challenging matters. That experience adds even greater depth to Gibson Dunn’s leading international disputes offering. Especially in today’s environment, Patrick will help us provide our clients with the perspective they need to effectively deal with their most challenging global disputes.”

“I am excited to join the Gibson Dunn team,” said Patrick. “We are in a moment of change unseen in our lifetimes and clients are now, more than ever, looking for strategic partners who will help them navigate this increasingly complex and dynamic environment. Gibson Dunn is a destination for clients with high-profile, high-stakes international issues that need careful thought and attention.”

Recognized leaders in the field of international arbitration, Gibson Dunn is a “go-to” firm for complex and high-value disputes. With more than 100 lawyers across 17 offices, the firm’s International Arbitration Practice Group seamlessly advises leading multinational corporations and sovereign states in proceedings before tribunals around the world. The team provides top-tier international arbitration capabilities in commercial and investor-state disputes, alongside cutting-edge arbitral award and judgment enforcement strategies and solutions.

About Patrick Pearsall

Prior to joining Gibson Dunn, Patrick led the disputes practice for the western hemisphere at an international law firm. For nearly a decade (2009-2017), he was a senior lawyer at the U.S. Department of State and departed as the Chief of Investment Arbitration. In addition to his representations, Patrick was on a drafting committee for revision of the International Chamber of Commerce Rules, was advisor on the revision of the American Arbitration Association Rules, and led the negotiations of several bilateral and multilateral treaties on behalf of the U.S. Government.

Patrick has extensive experience representing Fortune 500 companies and sovereign states in complex commercial contract and investment disputes. In addition to his commercial work, he is often called upon to assist companies and executives struggling with exposure from a geopolitical crisis. Accordingly, he is ranked by various directories as a leader in both international arbitration and public international law. 

In 2022, Patrick was asked to create a reparations program for Ukraine. He holds a presidential appointment from Ukraine and is recognized as the principal architect of the Register of Damage for Ukraine now operating through the Council of Europe at The Hague. Patrick directs the International Claims and Reparations Project at Columbia Law School, where he is an adjunct professor. 

Gibson Dunn advised Kraft Heinz Foods Company, as issuer, and The Kraft Heinz Company, as guarantor, on the issuance of $1 billion of USD-denominated senior notes and €600 million of Euro- denominated notes.

The proceeds of the offerings will be used for general corporate purposes, which may include the repayment of outstanding indebtedness. Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC acted as joint book-running managers for the USD offering and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc acted as joint book-running managers for the Euro offering.

The Gibson Dunn team was led by partners Andrew Fabens and Robert Giannattasio and included associates Nneka Chukwumah and Kevin Mills. Partner Pamela Lawrence Endreny and associate Galya Savir advised on tax aspects, and partner Michael Collins advised on benefits.

The Supreme Court issued a unanimous win for Gibson Dunn client Dewberry Group in a landmark opinion addressing available profits-related remedies under the Lanham Act.  The Act provides that a prevailing trademark plaintiff may, “subject to the principles of equity,” recover the “defendant’s profits.”  15 U.S.C. § 1117(a).  In this trademark dispute between Dewberry Group and Dewberry Engineering, the district court ordered Dewberry Group to disgorge nearly $43 million in profits realized only by its legally distinct corporate affiliates, which weren’t parties to the case.  After a divided Fourth Circuit panel affirmed the award, the Supreme Court granted review.  And after argument (Tom Hungar argued for Dewberry Group), the Court vacated the entire award in a 9–0 opinion authored by Justice Kagan. 

The Supreme Court emphatically rejected the basis on which the lower courts had defended the award, which had ordered Dewberry Group to disgorge the profits earned by its distinct affiliates.  The Court’s opinion confirms that because the Lanham Act permits disgorgement only of the “defendant’s” profits, courts may not lump in the profits earned by non-parties—because doing so would require the court to disregard corporate formalities and treat distinct entities as if they were one and the same. 

The Court’s opinion confirms the vital importance of respecting corporate separateness, allowing companies to structure their work and anticipate their liability in a sensible and predictable manner.  Its holding will also reverberate beyond the Lanham Act to many other statutory schemes that permit parties to seek disgorgement and other remedies from defendants found liable.

The Gibson Dunn team included partners Tom Hungar, Helgi Walker, and Jonathan Bond, and associates Patrick Fuster, Matt Aidan Getz, and Christian Talley.

The case is Dewberry Group Inc. v. Dewberry Engineers Inc., No. 23-900 (S. Ct.)

Gibson Dunn advised BMO Capital Markets Corp., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., and J.P. Morgan Securities LLC, as global coordinators and joint bookrunners, and Morgan Stanley & Co. LLC and Santander US Capital Markets LLC, as joint bookrunners, in an additional $750 million registered note offering by Vale Overseas Limited and Vale S.A. The proceeds of the note offering will be used to repurchase certain series of notes in connection with a simultaneous $450 million tender offer by Vale Overseas Limited and Vale S.A.

The Gibson Dunn corporate team was led by partner Alan Bannister and included of counsel Rodrigo Surcan and associates Malakeh Hijazi, Vlad Zinovyev, and Héctor González Medina. Partner Michael Q. Cannon and associate Blake Hoerster advised on tax matters.

Gibson Dunn is pleased to announce that Matthew Axelrod, formerly the Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) and the Principal Associate Deputy Attorney General at the U.S. Department of Justice (DOJ), is joining the firm’s D.C. office as a partner in the White Collar Defense and Investigations Practice Group and as Co-Chair of its new Sanctions and Export Enforcement Practice Group.

Amid the increased prioritization of sanctions and export enforcement across governmental agencies, particularly DOJ, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), and the U.S. Department of Commerce’s BIS, Gibson Dunn’s new Sanctions and Export Enforcement Practice Group will bolster the firm’s existing work in this space and offers clients experienced perspectives from veterans of these three primary enforcement agencies. Partner Adam Smith, who previously served as Senior Advisor to the Director of the U.S. Treasury Department’s OFAC and as Director for Multilateral Affairs on the National Security Council, will serve as Co-Chair of the new practice group alongside Matt. Adam also co-chairs the firm’s International Trade Advisory and Enforcement Practice Group. Partner David Burns, who served in senior positions in the DOJ’s Criminal Division and National Security Division and is Co-Chair of the firm’s National Security Practice Group, will also be a member of the new practice group.

“Matt is one of the country’s foremost leaders in export control enforcement, bringing unique experience from senior-level service at two cabinet agencies, as a white collar defense lawyer in private practice, and as a federal prosecutor, making him a rare talent for launching our Sanctions and Export Enforcement practice,” said David. “When it comes to sanctions and export controls, what was once a discrete area of regulatory risk for companies now poses significant enforcement challenges,” added Adam. “The firm is launching this practice group to further enhance our existing capabilities to help clients manage and mitigate heightened risks in this complex enforcement landscape.”

Commenting on Matt’s arrival, F. Joseph Warin, Chair of the Litigation Department of Gibson Dunn’s Washington, D.C. office and Co-Chair of the firm’s global White Collar Defense and Investigations Practice Group, and Stephanie Brooker, Co-Chair of the firm’s White Collar Defense and Investigations, Anti-Money Laundering, and Financial Institutions Practice Groups, said: “Matt, who led a robust enforcement regime at the Commerce Department, joins an already world-class enforcement and white-collar practice. We are pleased to have his deep experience to further assist our clients.”

“I’m thrilled to join forces with Gibson Dunn’s collaborative and esteemed white collar, national security, international trade, and export control teams, where my practice will sit at the center of these critical areas,” said Matt. “Sanctions and export controls are likely to remain a centerpiece of the enforcement environment for the foreseeable future, bringing increased scrutiny and risk. With the launch of Gibson Dunn’s Sanctions and Export Enforcement Practice Group, we are establishing a premier destination practice for clients who need assistance navigating and mitigating their potential export controls and sanctions enforcement risks.”

Gibson Dunn’s Sanctions and Export Enforcement Practice Group handles all aspects of sanctions and export enforcement matters, including evaluating existing compliance programs, conducting internal investigations, advising on voluntary disclosures, and defending against enforcement actions.

About Matthew Axelrod

Matt is a White Collar Defense and Investigations partner in the Washington, D.C. office of Gibson Dunn and serves as Co-Chair of the firm’s Sanctions and Export Enforcement Practice Group. Matt is a nationally recognized white collar defense lawyer with deep criminal, export control, and national security enforcement experience. Matt’s practice focuses on white collar criminal defense, internal investigations, and compliance counseling for U.S. and foreign institutions and executives.

From 2021-2025, Matt served as the Senate-confirmed Assistant Secretary for Export Enforcement at the U.S. Department of Commerce’s Bureau of Industry and Security, where he led a team of over 200 special agents, analysts, and compliance specialists dedicated to enforcing the country’s export control laws. In that capacity, Matt and his team worked to prevent the export of sensitive goods and technologies that could be used by nation-state adversaries to modernize their militaries or commit human rights abuses, worked to ensure that U.S. persons did not participate in unsanctioned foreign boycotts, and brought a record number of criminal and administrative enforcement actions, including the highest standalone administrative penalty in the agency’s history. During his tenure, Matt also co-led the Disruptive Technology Strike Force, an interagency law enforcement initiative that targeted illicit actors, protected supply chains, and prevented critical technology from being acquired by authoritarian regimes and hostile nation-states.

Matt also spent over thirteen years at the U.S. Department of Justice (DOJ), including as Principal Associate Deputy Attorney General, where he advised the Deputy Attorney General and Attorney General on DOJ’s most sensitive matters, including its most consequential criminal and national security corporate enforcement matters. As an Assistant United States Attorney in the Southern District of Florida, Matt conducted 19 felony jury trials and handled some of the office’s most high-profile cases, including the convictions of two founders of the Cali Cartel. Matt also previously served as Special Counsel in the White House Counsel’s Office, where he advised on national security and domestic issues.

Matt also previously practiced for four years as a partner at another major international law firm, where he represented companies and individuals in internal investigations and government enforcement matters.

Matt graduated from Amherst College and Yale Law School, where he served as Notes Editor for The Yale Law Journal. Following law school, he clerked for the Honorable Ralph K. Winter, Jr. on the U.S. Court of Appeals for the Second Circuit, and for the Honorable Janet C. Hall on the U.S. District Court for the District of Connecticut.

A Gibson Dunn team secured a victory for client UPS when the Eastern District of Washington granted UPS’s motion for new trial and wiped out a $237.6 million jury verdict against UPS in a single-plaintiff retaliation and wrongful termination case.

UPS hired Gibson Dunn to handle post-trial motions and appeal after a jury in Yakima, Washington issued an adverse verdict following a trial handled by another law firm. The plaintiff, a former UPS driver, was awarded $39.6 million in compensatory damages solely for emotional distress and $198 million in punitive damages. The plaintiff had been terminated after an investigation substantiated allegations he had sexually assaulted a co-worker.  But the plaintiff, who is African American, claimed the termination was retaliation for a series of complaints he had filed about his working conditions and about alleged racial discrimination and harassment.

The Gibson Dunn team quickly digested the trial record in a matter of days and set out to attack the punitive damages award and the verdict more broadly. In just a week after they were hired, Gibson Dunn filed a renewed motion for judgment as a matter of law challenging the punitive damages award. The Court granted that motion, holding that no reasonable jury could have found UPS acted with malice or reckless indifference as required for punitive damages. The Gibson Dunn team then continued its attack on the verdict, filing a motion for new trial on the grounds that, among other things, Plaintiff’s counsel’s misconduct during the trial led to an outsized $39.6 million damages award solely for emotional distress.

The Gibson Dunn team included partners Theane Evangelis and Blaine Evanson, and associates Madeleine McKenna, Josh Zuckerman, and Minsoo Kim.

The case is Gratton v. United Parcel Service, Inc., No. 1:22-cv-03149-TOR (E.D. Wash.)

Gibson Dunn has been advising a group of about 180 senior secured creditors of Altice France, holding an aggregate amount of c.€20 billion in claims. Altice France is a major telecommunications company held by Patrick Drahi.

As legal counsel to this ad hoc secured creditor group (advising on U.S., French, and EU law), Gibson Dunn took part in the negotiation of a landmark restructuring agreement with the company that will substantially de-lever its balance sheet, initially burdened with €24 billion in debt, in what will be the largest restructuring in the world over the past year and one of the largest in Europe historically.

The Gibson Dunn team was led by restructuring partners Jean-Pierre Farges and Scott Greenberg and included partners Benoit Fleury, Michael J. Cohen, Caith Kushner, Amanda Bevan-de Bernède, and Jérôme Delaurière. Also advising were counsel Clarisse Bouchetemblé and Christopher Dickson and associates Antoine Bécot and Charles Peugnet.

Gibson Dunn is advising Blackstone Infrastructure on its agreement to acquire Safe Harbor Marinas, the largest marina and superyacht servicing business in the United States, from Sun Communities, Inc.

The Gibson Dunn corporate team is led by partner Marwan Azzi and of counsel Soren Kreider and includes associates Jay Pak, Caitlin Dortch, Jack Jacobson, Jessica Um and Aliya Zuberi. Partners Joanne Franzel and Harry Silvera; of counsel Ian Ratner; and associate Genta Stafaj are advising on real estate aspects. Partners Kathryn Kelly and Evan Gusler and associate David Horton are advising on tax aspects. Partner Ekaterina Napalkova is advising on benefits; and partner Michael Murphy is advising on environmental aspects. Partners Eric Feuerstein, Federico Fruhbeck Jr. and Tomer Pinkusiewicz are also advising. Alice Brogi and Ariel Harroch in London and Paris, respectively, are advising on international matters. 

Gibson Dunn is pleased to announce that Securities and Exchange Commission (SEC) agency veteran Mellissa Campbell Duru has joined the firm’s Washington, D.C. office as a partner in the Securities Regulation and Corporate Governance Practice Group. Mellissa’s practice will focus on advising clients on a broad range of SEC disclosure and compliance and corporate governance matters, including domestic and cross-border M&A advisory matters, strategic shareholder engagement, climate risk and compliance disclosures, and cybersecurity governance and incident reporting.

“We are excited to welcome Mellissa to our preeminent team,” said Elizabeth A. Ising, Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice Group. “With over 18 years of combined SEC and Division of Corporation Finance experience, Mellissa adds further depth to our market-leading practice. Mellissa has extensive firsthand knowledge of and oversaw recently enacted SEC disclosure requirements and interpretative positions. Her public and private sector experience advising companies will be invaluable to clients as they navigate current SEC requirements and anticipated changes. I’ve known Mellissa for many years, and her reputation as a hands-on, thoughtful, and engaged advisor precedes her. I am so pleased to now call her a colleague.”

“I am absolutely thrilled to join Gibson Dunn,” said Mellissa. “The depth of SEC experience at Gibson Dunn and its unique, stand-alone Securities Regulation and Corporate Governance platform are truly extraordinary. It was a privilege to have worked with the talented staff at the SEC; I am excited to now work alongside my talented colleagues at Gibson Dunn.”

Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group regularly represents Fortune 100 and 500 companies on a variety of disclosure and regulatory issues, corporate governance issues, and shareholder matters. The firm has a deep bench of senior SEC alumni and longstanding relationships with the stock exchanges and the proxy advisory and governance-rating services.

Gibson Dunn continues to add premier legal talent from government amid an unprecedented period of strategic expansion in the firm’s history. Recent additions include Osman Nawaz, former SEC Enforcement Senior Officer and National Unit Chief; Jake M. Shields, former Senior Trial Counsel in the Fraud Section of the Civil Division at the U.S. Department of Justice; Katlin McKelvie, who joined after serving senior roles at the Food and Drug Administration and the Department of Health and Human Services; and Stuart Delery, former White House Counsel.

About Mellissa Campbell Duru

Prior to joining Gibson Dunn, Mellissa was a senior officer and Deputy Director of the Division of Corporation Finance, Legal Regulatory Policy at the SEC. As Deputy Director, Mellissa oversaw the Office of Mergers & Acquisitions, Office of International Corporation Finance, Office of Small Business Policy, Office of Structured Finance, and the Office of Rulemaking. Prior to serving in this role, Mellissa was counsel and a Vice-co-chair of the ESG practice in private practice at an international law firm.

Mellissa also served in several roles at the SEC from 2004 to 2021, including Counsel to then-Commissioner Kara Stein, Special Counsel in the Division of Corporation Finance’s Office of Mergers and Acquisitions, and Cybersecurity Legal and Policy Advisor in the Division of Examinations.

Throughout her career, Mellissa’s experience has focused on the Securities Act of 1933 and Securities Exchange Act of 1934; public company reporting obligations; registered business combination transactions and contested solicitations, domestic and cross-border tender offers, going-private transactions, beneficial ownership reporting, and advising on strategic shareholder engagement and activism trends; corporate governance; environmental, social and governance advisory work; and cybersecurity governance, preparedness, and incident reporting.

Mellissa earned her law degree from Harvard Law School in 1999.

Gibson Dunn is advising Diversified Energy Company PLC on its public offering of ordinary shares. This is the first U.S. equity offering by Diversified since its shares started trading on the NYSE in late 2023. Diversified’s shares are also listed on the LSE.

The Gibson Dunn corporate team is led by partner Hillary Holmes and of counsel Justine Robinson and includes associates Malakeh Hijazi, Ruoqi Wei, and Allan Jeanjaquet. Senior counsel Gregory Nelson is advising on tax aspects.

A Gibson Dunn trial team successfully obtained a unanimous jury verdict on behalf of client Cisco in a patent infringement trial. The jury found for Cisco across the board, finding that the asserted patent was not infringed, invalid, and could not be asserted against Cisco under 35 U.S.C. § 273 due to Cisco’s prior commercial use over a year before the patent was filed. It is believed to be the first ever jury verdict finding that a patent could not be asserted under § 273.

WSOU, a non-practicing entity, originally sued Cisco in 2021 for infringement on five U.S. patents, seeking nearly $50 million in damages. The Gibson Dunn team worked quickly to show that WSOU’s assertions lacked merit leading WSOU to voluntarily dismiss three asserted patents before summary judgment. Gibson Dunn won a summary judgment on the fourth patent, leaving a single patent and $19.3 million in damages remaining for trial.

This sweeping victory was secured in what is widely perceived as one of the most plaintiff-friendly jurisdictions in the U.S.

The Gibson Dunn trial team included partners Brian Rosenthal and Kate Dominguez, and associates Allen Kathir, Emily Whitcher, Hyunjong Ryan Jin, and Claire Santiago.

The case is WSOU Investments LLC (d/b/a Brazos Licensing and Development) v. Cisco Systems, Inc., No. 6:21-cv-0128-ADA (W.D. Tex.).

Gibson Dunn advised OneMagnify, a global leader in advanced analytics, customer insights, and AI-powered marketing solutions, backed by private equity firm Crestview Partners, on its acquisition of Guidance, a premier eCommerce agency specializing in enterprise-level digital commerce.

The Gibson Dunn corporate team was led by partner Alexander Fine and included associates Jonathan Abrams and Tiffany Mickel. Partner Darius Mehraban, of counsel Jason Durschlag, and associate Kaylin Portillo Chavez advised on financing. Partner Matt Donnelly and associate Hayden Theis advised on tax aspects. Partner Michael Collins advised on benefits. Partner Meghan Hungate and associates Andrew Hartman and Mitchell Zia advised on IP and data privacy aspects. Partner Christopher Timura and associate Mason Gauch advised on international trade aspects.

Gibson Dunn advised Madison River Capital on the final close of its first institutional fund, Madison River Capital Fund I, with over $370 million of capital commitments. Madison River Capital was established in 2022 following its spin out from Jefferson River Capital, the family office of Tony James, the former President and Chief Operating Officer of Blackstone.

The Gibson Dunn investment funds team was led by partners A.J. Frey and Edward Sopher and included associates Kameron Mitchell, Curtis Vella, and Fiona Xin. Partner Brian Kniesly and associate Annie Lin advised on tax aspects. Partner Michael Collins advised on benefits. Partner Kevin Bettsteller and of counsel Gregory Merz advised on regulatory aspects.

Gibson Dunn is advising Huda Beauty on the sale of its ownership in KAYALI, a leading disruptive brand in the fragrance category.

The Gibson Dunn M&A team is led by Benyamin Ross and Amar Madhani and includes Ciarán Deeny, DeDe Mann, and Freddie Wright.  Benjamin Fryer and Lorna Wilson are advising on tax; Kari Krusmark, Chris Puttock and Libby Pica are advising on IP and commercial transactions; and Lore Leitner is advising on data privacy.

A Gibson Dunn team obtained a rare dismissal with prejudice of a stockholder derivative suit in the Delaware Court of Chancery on behalf of MIH Learning B.V. (MIH), a subsidiary of global technology private equity firm Prosus N.V.

The case involved the acquisition of educational technology company Ryzac, Inc. (Codecademy) by Skillsoft Corp. (Skillsoft). MIH owned significant stakes in both companies.

The plaintiff, purportedly a Skillsoft stockholder, alleged MIH controlled Skillsoft despite its 37.5% minority stake. They also argued that the acquisition of Codecademy (in which MIH was a 23.8% beneficial owner) was a conflicted controller transaction subject to entire fairness.

Without making a demand on Skillsoft’s board of directors, the plaintiff filed derivative claims for breach of fiduciary duty against Skillsoft’s board and MIH. They claimed that Skillsoft overpaid for Codecademy at the expense of Skillsoft’s stockholders.

In granting Gibson Dunn’s motion to dismiss, the court noted that even if the plaintiff had adequately pled MIH’s controller status for purposes of surviving a motion to dismiss, they failed to plead facts supporting a reasonable inference that the transaction was economically or procedurally unfair.

As Gibson Dunn argued in its briefs, MIH had the same interest as any other Skillsoft stockholder in Skillsoft paying a fair price for Codecademy.

The court found the plaintiff had failed to articulate why MIH or the unaffiliated directors it allegedly influenced would have deliberately harmed its investment in Skillsoft by causing it to pay an unfair price for Codecademy.

The Gibson Dunn team included partners Theane Evangelis, Craig Varnen, and Mary Beth Maloney, of counsel Mark Mixon (argued), and associates Andrew Kuntz, Chase Weidner, and Iason Togias.

Gibson Dunn advised J.P. Morgan on its participation as lead investor in the Series C financing round of Olipop, a prebiotic beverage company.

The Gibson Dunn corporate team was led by partners Richard Birns and Daniel Alterbaum and included associates Mark Goldman and Sam Shapiro. Partner Kathryn Kelly and associates Ryan Rott and Alissa Fromkin Freltz advised on tax aspects. Partner Michael Collins advised on benefits. Partner Meghan Hungate advised on IP aspects. Partner Stephenie Gosnell Handler advised on trade aspects. Partner Katlin McKelvie and associate Carlo Felizardo advised on FDA aspects. Of counsel Christopher Milla advised on financing.

Gibson Dunn is advising the Central American Bank for Economic Integration (CABEI) on its first benchmark-sized bond in pounds sterling (GBP), raising GBP750 million.

The Gibson Dunn corporate team is led by partner Robert Giannattasio.

Gibson Dunn won a complete victory for client Slack Technologies at the Ninth Circuit in a closely watched securities case. In a unanimous, published opinion, the Court ruled in Slack’s favor and directed the district court to dismiss the plaintiffs’ complaint “in full and with prejudice.” This has been a first-of-its-kind case addressing the right to sue under Section 11 of the Securities Act of 1933 in the context of direct listings.

This decision comes on the heels of securing a unanimous Supreme Court decision in Slack Technologies v. Pirani, where the Supreme Court held that Section 11 imposes a “tracing” requirement under which plaintiffs must plead and prove that they bought shares registered under the registration statement they claim is misleading.  After vacating and remanding for the lower courts to address all issues left open in the Supreme Court’s decision, the Ninth Circuit decided entirely in Slack’s favor.

Addressing plaintiff’s Section 11 claim, the Ninth Circuit held the claim must be dismissed because plaintiff had repeatedly conceded he cannot satisfy the tracing requirement.  The Court also rejected other theories raised by plaintiff, including a “statistical tracing” argument (i.e., it is statistically likely that plaintiff bought a traceable share) that securities plaintiffs often raise in Section 11 cases.  The Court likewise rejected the plaintiff’s invitation to create a rule that would shift the burden on tracing to defendants.

Addressing plaintiff’s Section 12(a)(2) claim, the Ninth Circuit adopted Gibson Dunn’s arguments that this statute imposes a tracing requirement identical to Section 11.  Accordingly, the Court held this claim should be dismissed for the same reasons.

The case is Pirani v. Slack Technologies (9th Cir. No. 20-16419).

The Gibson Dunn team representing Slack on remand before the Ninth Circuit included partners Thomas Hungar, Michael Celio, Matthew Kahn, Jacob Spencer, and Michael Kahn; and associates Daniel Adler and Matt Aidan Getz.