Our lawyers provide sophisticated analysis, practical guidance and thought leadership on a wide range of topics. We encourage our readers to review this collection of client alerts, articles and white papers and benefit from the authors’ exceptional experience, market knowledge, practiced judgment and singular insights.
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On June 25, 2013, the Delaware Court of Chancery upheld the facial validity of corporate bylaws, adopted by the boards of directors of Chevron Corporation and FedEx Corporation, that select Delaware as the exclusive forum for derivative suits and other litigation concerning the corporations' internal affairs. In an opinion captioned Boilermakers Local 154 Retirement Fund v.
Client Alert | June 28, 2013
On June 3, 2013, President Obama signed Executive Order 13645 ("E.O."), "Authorizing the Implementation of Certain Sanctions Set Forth in the Iran Freedom and Counter-Proliferation Act of 2012 and Additional Sanctions with Respect to Iran." (Available here.) Concurrently with the issuance of the E.O., the Office of Foreign Assets Control ("OFAC") published Frequently Asked Questions about the E.O.
Client Alert | June 27, 2013
On June 20, 2013, in American Express Corp. v. Italian Colors Restaurant, (No. 12-133), the United States Supreme Court held that a party cannot escape individual, non-class arbitration by asserting that class action procedures are necessary to effectively prosecute the claim.
Client Alert | June 25, 2013
San Francisco Partner Marc Fagel is the author of "The SEC’s Troubling New Policy Requiring Admissions" [PDF] published in the June 24, 2013 issue of Bloomberg BNA's Securities Regulation & Law Report.Reproduced with permission from Securities Regulation & Law Report, 45 SRLR 1172, 06/24/2013.
Client Alert | June 24, 2013
Washington, D.C. partner Joseph Kattan is the author of "FRAND Wars and Section 2" [PDF] published in the Summer 2013 issue of Antitrust.
Client Alert | June 21, 2013
On June 20, 2013, a three-member panel of the United States Court of Appeals for the Second Circuit issued an important decision that significantly curtails the authority of Irving Picard, as Trustee for the liquidation of Bernard L.
Client Alert | June 21, 2013
At the recently concluded G8 Summit at Lough Erne, Northern Ireland, leaders of the G8 economies agreed new measures to clamp down on money-laundering, tax evasion and tax avoidance, including the G8 Action Plan to prevent the misuse of companies and legal arrangements (the "Action Plan").The Action PlanThe agreed Action Plan sets out eight core principles designed to ensure the integrity of beneficial ownership and basic company information and the timely access to that information by law enforcement and tax authorities.
Client Alert | June 20, 2013
Los Angeles partner Jeffrey Dintzer and associate Krista Hernandez are the authors of "Will public records trailer make the budget?" [PDF] published in the June 20, 2013 issue of the Daily Journal.
Client Alert | June 20, 2013
New York partner Brian Lutz and associate Jeffrey Salomon are the authors of “Target Boards in Single-Bidder Context Given Guidance” [PDF] published in the June 19, 2013 issue of Delaware Business Court Insider.
Client Alert | June 19, 2013
Washington, D.C. partner Helgi Walker is featured in "Women in the Life and Law of the D.C. Circuit Courts" filmed by the Historical Society of the District of Columbia Circuit in June 2013.
Client Alert | June 18, 2013
The UK Court of Appeal recently held in the Belfairs Management case that a warranty in a sale and purchase agreement should be interpreted with regard to all of the background knowledge reasonably available to the parties at the time the agreement was entered into. The decision highlights the growing trend of the UK courts to adopt a more purposive, rather than a literal, approach to the interpretation of contracts under English law in order to give effect to the commercial intentions of the parties where the facts underlying the dispute clearly support such an interpretation and where those commercial intentions are clear. This alert provides a short summary of the facts of the Belfairs Management case, as well as a discussion of the potential implications of the decision
Client Alert | June 17, 2013
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and new Commodity Futures Trading Commission (CFTC) rules require that, subject to certain exceptions, swap counterparties clear swaps at a clearing house and execute them on a facility or exchange. One of these exceptions is the "end-user exception," which may be available for companies that are not "financial entities" and that use swaps to manage risk. There are several requirements that these entities must meet in order to rely on the end-user exception. For public companies, these include taking certain governance steps that involve board-level approval of the company's use of uncleared swaps and review of company policies on swaps. With the CFTC clearing requ
Client Alert | June 17, 2013
On June 7, 2013, the German parliament finally gave its consent for the 8th Amendment of the German Act against Restraints of Competition ("ARC").
Client Alert | June 14, 2013
After an eight year long debate, on June 11, 2013, the European Commission took its first steps towards an EU legislative package on damages claims.
Client Alert | June 14, 2013
Los Angeles partner Jeffrey Dintzer and associate David Edsall Jr. are the authors of “Why Cost-Benefit Analysis In Enviro Law Is Superior” [PDF] published by Law360 at www.law360.com on June 12, 2013.
Client Alert | June 12, 2013
As you may know, the UK rules governing the takeover of public companies have been recently updated (see Gibson Dunn's May 17, 2013, Alert). This follows a review after the significant update to those rules introduced in September 2011 (see Gibson Dunn's November 28, 2011, Alert), and which has meant that both bidders and targets in public deals need to be more prepared than they may have been in the past.
Client Alert | June 7, 2013
As the Supreme Court accepts additional cases for review and issues new opinions, Gibson Dunn's Supreme Court Round-Up is summarizing the opinions the Court has already released, the issues presented in cases that will be argued, and other key developments.Spearheaded by former Solicitor General Theodore B.
Client Alert | June 7, 2013
Since the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, (Dodd-Frank Act), Gibson Dunn has been monitoring regulatory developments that affect our clients, including developments at the Consumer Financial Protection Bureau (CFPB or the Bureau).
Client Alert | June 5, 2013
On May 30, 2013, the SEC’s Division of Corporation Finance issued 12 Frequently Asked Questions (“FAQs”) on its conflict minerals rules (Exchange Act Section 13(p), Rule 13p-1 and Item 1.01 of Form SD), which are detailed in our client alert available here. The full set of FAQs is available here. The SEC also issued nine other FAQs relating to the SEC’s resource extraction rules (Exchange Act Section 13(q), Rule 13q-1 and Item 2.01 of Form SD), which were adopted at the same time as the conflict minerals rules and require resource extraction issuers to disclose certain payments made to governments for the commercial development of oil, natural gas or minerals. Those FAQs are available here. Several of the FAQs will be particularly useful to co
Client Alert | June 3, 2013
Brussels associate Pablo Figueroa is the co-author of a review [PDF] of “Competition Law in the BRICS Countries.” The review first appeared in the Competition Law Journal 2013, Vol 12, Issue 1 published by Jordans.
Client Alert | June 3, 2013