Publications - Gibson Dunn

Publications

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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Myanmar Adopts New Foreign Investment Law

After a period of intense political wrangling and lengthy delays, on 2 November 2012 the President of Myanmar signed into effect a new foreign investment law (the FIL) to replace the previous foreign investment law enacted in 1988.  The new FIL comes at a time of momentous political and economic change within Myanmar that has seen the country move at an unprecedented pace in rejoining the international community after decades of isolation.  Following is a summary of the key provisions of the FIL based on an unofficial translation made available to us, concluding with a brief assessment of the reception the law has received in the foreign investment community.Pertinent AuthoritiesThe FIL designates the Myanmar Investment Commission (the MIC) as the principal government organ for a

Client Alert | November 20, 2012

Decoding FCPA Enforcement: The U.S. Government Issues Comprehensive Guidance on the Foreign Corrupt Practices Act

On November 14, 2012, the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") jointly issued A Resource Guide to the U.S.

Client Alert | November 19, 2012

Tax Planning: Accelerating Employee Compensation into 2012

Effective on January 1, 2013, the tax cuts enacted by the Bush Administration and extended in December 2010 will automatically end, and tax rates will revert to their pre-2001 levels.

Client Alert | November 19, 2012

Indonesian Oil and Gas Regulator Held to Be Unconstitutional

On 13 November 2012, the Indonesian Constitutional Court held that the Upstream Oil and Gas Regulator in Indonesia, commonly known as BP MIGAS, was unconstitutional.

Client Alert | November 15, 2012

Recent Developments Related to Litigation Involving the Educational Sector (November 12, 2012)

This is the latest update of significant developments relating to the array of qui tam, securities, fraud, and other lawsuits and investigations involving schools, especially private sector schools.

Client Alert | November 12, 2012

Do LLC Managers and Controlling Members Have Default Fiduciary Duties? Maybe.

In Gatz Props., LLC v. Auriga Capital Corp. ("Auriga II"), the Delaware Supreme Court visited an issue that had seemingly been resolved by the Delaware Court of Chancery--whether the Limited Liability Company Act imposes fiduciary duties by default upon managers and controlling members of LLCs--and thrust the issue back into the realm of uncertainty.

Client Alert | November 12, 2012

UK and EU Corporate Governance Developments — Update

We promised to keep you updated on the legal and regulatory developments which we identified as pending developments in our Alert "From the Shareholders' Spring to the Autumn of Activism .

Client Alert | November 6, 2012

Key Year-End Considerations for Public Companies

With the arrival of fall, calendar-year companies are gearing up for what promises to be another busy proxy season, preparing for new rules that will impact their disclosures and governance practices, and planning their 2013 board and committee calendars.

Client Alert | November 2, 2012

With a Scalpel Not a Sledgehammer: Resolving FDCA Investigations through Deferred Prosecution and Non-Prosecution Agreements

Washington, DC of counsel Steven Tave and associate Jeremy Joseph are the authors of “With a Scalpel, Not a Sledgehammer: Resolving FDCA Investigations through Deferred Prosecution and Non-Prosecution Agreements” [PDF] published in the November/December issue of Update magazine.  Republished with the permission of FDLI.

Client Alert | November 1, 2012

In the Wake of the Supreme Court’s Ruling, What’s Next for Southern Union?

Washington, D.C. partner David Debold and New York associate Matthew Benjamin are the authors of “In the Wake of the Supreme Court’s Ruling, What’s Next for Southern Union?” [PDF] published in the October 31, 2012 issue of Bloomberg BNA’s Criminal Law Reporter.Reproduced with permission from The Criminal Law Reporter, 92 CrL 141, 10/31/2012.

Client Alert | October 31, 2012

Update: New EU Short Selling Regulation

The European Union has adopted a new regulation on short selling and certain aspects of credit default swaps (Regulation (EU) 236/2012) (the "Regulation").

Client Alert | October 30, 2012

Qualified Plan Limitations Updated for 2013

The IRS recently released the inflation-adjusted limitations applicable to tax-qualified retirement plans for 2013. As in 2012, many of these limits are again increasing.

Client Alert | October 29, 2012

U.S. Agencies Release Guidance on Shared Responsibility Employer Penalties and Waiting Period Limitations under the Affordable Care Act

Recently, the Internal Revenue Service released two notices, Notice 2012-58 and Notice 2012-59, regarding the employer shared-responsibility penalties and the 90-day waiting period limitation of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the "Act").

Client Alert | October 25, 2012

NYSE and NASDAQ Stock Exchanges Propose Compensation Committee and Compensation Adviser Independence Rules

The New York Stock Exchange ("NYSE") and NASDAQ Stock Market ("NASDAQ") released their proposed compensation committee and compensation adviser independence listing standards on September 25, 2012.

Client Alert | October 24, 2012

Nepotism: Friendly Relations? When Nepotism May Violate the FCPA

New York partner Joel Cohen and associate Matthew Knox are the authors of "Nepotism: Friendly Relations? When Nepotism May Violate the FCPA" [PDF] published in the October 17, 2012 issue of The FCPA Report.

Client Alert | October 17, 2012

Alternative Burdens May Come With Alternative Causes

Los Angeles of counsel Brett Oberst and associate David Edsall are the authors of "Alternative Burdens May Come With Alternative Causes" [PDF] published by Law360 at www.law360.com on October 17, 2012.

Article | October 17, 2012

ISS Releases Draft 2013 Proxy Voting Policies

On October 15, 2012, Institutional Shareholder Services ("ISS"), a leading proxy advisory firm, issued for comment certain proposed 2013 proxy voting policy changes.

Client Alert | October 16, 2012

SEC Staff Issues Guidance on Shareholder Proposals

On October 16, 2012, the staff of the Securities and Exchange Commission (the "Staff") issued Staff Legal Bulletin No. 14G (Oct.

Client Alert | October 16, 2012

JOBS Act: FINRA Proposes Rule Changes Relating to Research Analysts and Underwriters

On September 28, 2012, the Financial Industry Regulatory Authority, Inc. ("FINRA") (f/k/a National Association of Securities Dealers, Inc. ("NASD")) filed proposed rule changes to NASD Rule 2711 with the Securities and Exchange Commission (the "SEC").

Client Alert | October 11, 2012

UK Serious Fraud Office Revises Guidance on Facilitation Payments and Corporate Hospitality under the Bribery Act, and on Self-Reporting of Misconduct

Yesterday's Press has variously reported the 9 October 2012 announcement by the SFO of revisions to its published guidance relating to facilitation payments, corporate hospitality and self-reporting under titles such as "SFO toughens stance on bribery", "Companies face bribery crackdown after new SFO rules" and "UK fraud buster tells firms no more cosy chats".

Client Alert | October 11, 2012