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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SEC Proposes Rules on Compensation Committee Independence and the Role of Compensation Consultants and Other Advisers

Printable PDFOn March 30, 2011, the Securities and Exchange Commission (the "SEC") voted unanimously to propose rules implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") relating to:  (1) compensation committee member independence; (2) compensation consultant and other adviser independence; and (3) compensation committee authority to retain, and disclosure regarding use of, compensation consultants and other advisers.  In our July 21, 2010 client memorandum, available here, we describe in detail Section 952 of the Dodd-Frank Act, which added a new Section 10C to the Securities Exchange Act of 1934 (the "Exchange Act").The proposing release is available here.  The SEC is seeking public

Client Alert | March 31, 2011

Dodd-Frank, International Remittances, and Mobile Banking: The Federal Reserve’s Role in Enabling International Economic Development

Los Angeles associate Colin C. Richard  is the author of "Dodd-Frank, International Remittances, and Mobile Banking: The Federal Reserve's Role in Enabling International Economic Development," published in the Northwestern University Law Review Colloquy, March 2011. 

Client Alert | March 31, 2011

New Law Imposes Excise Tax on U.S. Government Payments to Foreign Entities

On January 2, 2011, the United States imposed a two-percent excise tax on payments received by foreign entities for the sale of goods or services to the U.S.

Client Alert | March 30, 2011

Protectionism and Paternalism at the UK Takeover Panel — Part II

Printable PDFThe Panel Holds Its Ground -- An Analysis of Some of the Key Proposals   Introduction -- The Panel Stands FirmIn late November 2010, we published an article on the policy statement of the UK Panel on Takeovers and Mergers (Panel) which set out the ground work for changes to the rules governing the conduct of public takeovers in the UK as embodied in the UK Code on Takeovers and Mergers (Code).

Client Alert | March 29, 2011

The Texas Open Meetings Act

Dallas partner James Ho is the author of a series of articles regarding the Texas Open Meetings Act, published in The Dallas Morning News [PDF] and the Austin American-Statesman [PDF].

Client Alert | March 29, 2011

Vietnam — An Update

Vietnam has recently passed some new regulations which may have an impact upon foreign investors in the country.  This update briefly describes these new regulations and also considers some recent developments relating to corruption risks and anti-bribery enforcement actions relating to Vietnam.Nationally Important ProjectsUnder Vietnamese law, "nationally important" projects not only require the normal approvals from the various People's Committees and other licensing authorities, they also require the approval of the Vietnamese National Assembly.  The definition of "nationally important" included (amongst other things) threshold amounts over which Vietnamese National Assembly approval was required.  The Vietnamese National Assembly recently passed Resol

Client Alert | March 28, 2011

Fourth Circuit Holds That Partial Disclosures Must Relate Back to Alleged Misrepresentations to Satisfy Loss Causation Requirement Under Federal Securities Laws

Printable PDFThere was a time when a dramatic decline in the price of a company's stock would virtually guarantee a complaint alleging securities fraud.  But it no longer suffices for federal securities plaintiffs simply to allege that they purchased defendants' stock at an "inflated" price; instead, they must now plead and prove "loss causation," i.e., that their losses were caused by fraud.  15 U.S.C.

Client Alert | March 28, 2011

U.S. Supreme Court Decides Scope of Materiality under Federal Securities Laws

Printable PDF On March 22, 2011, the United States Supreme Court issued a unanimous opinion affirming the Ninth Circuit's decision in Siracusano v. Matrixx Initiatives, Inc., 585 F.3d 1167 (9th Cir.

Client Alert | March 25, 2011

Supreme Court Round-Up: A Summary of Recent Opinions, Upcoming Arguments, and Other Developments – March 18, 2011

As the Supreme Court accepts additional cases for review and issues new opinions, Gibson Dunn's Supreme Court Round-Up is summarizing key developments at the Court.  This edition of the Round-Up summarizes:the 24 decisions that the Court has issued in argued casesthe Questions Presented in the 34 cases that have been argued and are awaiting a decisionthe Questions Presented in the 20 cases that will be argued during the remainder of the Termthe issues to be addressed in the 8 cases that the Court has slated for argument next TermSpearheaded by former Solicitor General Theodore B.

Client Alert | March 18, 2011

French Supreme Court Releases Landmark Decision Upholding Right of Heart of La Défense to Seek and Obtain Protection in France under Safeguard Proceedings

On March 8, 2011, France's highest court, the Cour de cassation, confirmed that CMBS borrower, Heart of la Défense SAS (Hold), and its Luxembourg parent company, Dame Luxembourg Sarl (Dame), were entitled to Court protection in France under Safeguard Proceedings (sauvegarde).

Client Alert | March 17, 2011

Take It Easy on Fracking

Los Angeles partner Jeffrey D. Dintzer and associate Elizabeth M. Burnside are the authors of "Take It Easy on Fracking" [PDF] published by Law360 at www.law360.com on March 15, 2011.

Client Alert | March 15, 2011

Building a Better Insider Trading Compliance Program

Century City partner Ari Lanin and Los Angeles associate Daniela Stolman are the authors of "Building a Better Insider Trading Compliance Program" [PDF] published in the March 2011 issue of Insights.Reprinted with the permission of Aspen Publishers www.aspenpublishers.com.

Client Alert | March 15, 2011

2010: OFAC’s Big Year

Washington, D.C. partner Judith Lee and associate James Doody are the authors of "2010: OFAC's Big Year" [PDF] published by Law360 at www.law360.com on March 14, 2011.

Client Alert | March 14, 2011

SEC Targets Directors Who Ignore Red Flags

In the past two weeks, the U.S.

Client Alert | March 14, 2011

Ninth Circuit Addresses Use in Commerce, Likelihood of Confusion Issues in Search Engine Advertising Trademark Claims

Printable PDFOn March 8, 2011, the U.S. Court of Appeals for the Ninth Circuit issued its decision in Network Automation, Inc. v. Advanced Systems Concepts, Inc., No.

Client Alert | March 11, 2011

Restructuring Issues Concerning Real Estate Projects

New York partner J. Eric Wise and of counsel Matthew Kelsey are the authors of "Restructuring Issues Concerning Real Estate Projects" [PDF] published in the March 10, 2011 issue of BNA's Bankruptcy Law Reporter.Reproduced with permission from BNA's Bankruptcy Law Reporter, 23 BBLR 311 (March 10, 2011).

Client Alert | March 10, 2011

U.S. Supreme Court Finds the Definition of “Personal Privacy” in One Statute to Exclude the Privacy of Corporations

Printable PDF On March 1, 2011, the United States Supreme Court issued its opinion in Federal Communications Commission v. AT&T Inc., No. 09-1279, addressing whether corporations are eligible to benefit from certain "personal privacy" protections under the Freedom of Information Act ("FOIA").

Client Alert | March 9, 2011

U.S. Debt Push-Down in a French Subsidiary — The Good and the Bad

Paris partner Jérôme Delaurière is the author of "News Analysis: U.S. Debt Push-Down in a French Subsidiary -- The Good and the Bad" [PDF] published in Tax Notes International on March 9, 2011.

Client Alert | March 9, 2011

OSHA Blurs Corporate Distinctions to Expand Liability for “Repeat” Citations

The Occupational Safety and Health Review Commission has held that the Secretary of Labor may now cite employers as "repeat" offenders based upon their corporate predecessors' violations of the Occupational Safety and Health Act.  The decision in Sharon & Walter Construction Inc.

Client Alert | March 7, 2011

Libya Situation Update

The United States, and the entire world, continues to be outraged by the appalling violence against the Libyan people. The United States is helping to lead an international effort to deter further violence, put in place unprecedented sanctions to hold the Qadhafi government accountable, and support the aspirations of the Libyan people.

Client Alert | March 7, 2011