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The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.We are providing updates on key regulatory and legislative issues, as well as information on legal issues that we believe could prove useful as firms and other entities navigate these challenging times.This update focuses on the final rule issued today by the Federal Deposit Insurance Corporation (the "FDIC") governing its Temporary Liquidity Guarantee Program (the "TLGP").On October 13, 2008, the FDIC adopted the TLGP, which guarantees newly issued senior unsecured debt of banks, thrifts, and most holding companies of federally insured depository institutions (the &quo
Client Alert | November 21, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.We are providing updates on key regulatory and legislative issues, as well as information on legal issues that we believe could prove useful as firms and other entities navigate these challenging times.This update focuses on a series of hearings which are being conducted by Congressman Henry Waxman, chair of the House Committee on Oversight and Government Reform, and, in particular, the recent hearing on hedge funds' role in the financial crisis.BackgroundOn Thursday, October 2, 2008, Representative Waxman announced that the House Committee on Oversight and Government Reform would hold a seri
Client Alert | November 19, 2008
On June 6, 2008, the President amended Executive Order 12989 to require federal government contractors to "agree to use an electronic employment eligibility verification system designated by the Secretary of Homeland Security," which Secretary Chertoff designated to be the "E-Verify" system. E-Verify is a system operated by DHS in partnership with the Social Security Administration (SSA) that allows employers to use their own computers and Internet connections to verify electronically the employment eligibility of their newly hired employees. There is no fee for use of this service.
Client Alert | November 18, 2008
On November 14, 2008, the U.S. Department of the Treasury, on behalf of the Committee on Foreign Investment in the United States, issued final regulations governing CFIUS. This follows Treasury's issuance of proposed regulations on April 21, 2008. The period for public comment ended on June 9, 2008.
Client Alert | November 18, 2008
The Department of Labor’s Administrative Review Board (“ARB”)—which hears cases under Sarbanes-Oxley and other whistleblower laws—has affirmed dismissal of a complaint brought under the whistleblower provisions of several environmental statutes, in part because the complainant did not engage in protected activity by participating in an internal investigation when he hindered the investigation’s progress. Caldwell v. EG&G Defense Materials, Inc., ARB No.
Client Alert | November 18, 2008
The California Supreme Court recently granted review of the Court of Appeal's decision in Brinker Restaurant Corp.
Client Alert | November 17, 2008
Earlier this week a federal court in New York dismissed a test case by a prominent corporate law scholar who is seeking to use SEC rules to establish new procedures for shareholders to use the company proxy to put forward shareholder proposals, including alternate director candidates.
Client Alert | November 14, 2008
In the past few months, executive compensation practices have received unprecedented attention. In the recent "bailout" legislation for the financial services industry, for the first time Congress has imposed substantive limitations on executive compensation. In this case, the restrictions are imposed on executives of financial institutions that accept federal assistance under the Troubled Assets Relief Program ("TARP"). It is widely anticipated that Congress will expand some of the limitations under TARP to cover other publicly-traded companies. In addition, Congress may enact "say on pay" legislation in the next Congress. Even if it does not, it can be expected that compensation-related shareholder proposals, perhaps model
Client Alert | November 14, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.
Client Alert | November 13, 2008
A final rule issued on November 12, 2008, amends the Federal Acquisition Regulation ("FAR") to require mandatory disclosure by federal government contractors of certain violations of federal criminal law and the civil False Claims Act. (Text of final rule available here.) The new rule also mandates that certain federal government contractors create a business ethics awareness and compliance program, as well as an internal control system. Federal government contractors that currently have compliance and control systems in place will find it necessary to review and potentially to update their existing programs. Contractors that violate the disclosure and compliance mandates included in the new rule face possible suspension or debarment. (For more infor
Client Alert | November 13, 2008
On November 6, 2008, the U.S. Department of Treasury announced that, effective November 10, 2008, the Iranian Transactions Regulations would be amended to revoke authorization for so-called "U-turn" transfers. As a result, U.S.
Client Alert | November 12, 2008
On November 7, 2008, the Securities and Exchange Commission's Division of Corporation Finance (the "Division") issued Staff Legal Bulletin No. 14D (the "Bulletin"), which briefly addresses four technical points regarding the shareholder proposal process under Rule 14a-8 of the Securities Exchange Act of 1934, as amended ("Rule 14a-8").
Client Alert | November 10, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.
Client Alert | November 7, 2008
The SEC’s Securities Offering Reform of December 2005 set the clock ticking for shelf registration statements on Form S-3; as a result, many shelf registration statements that were in effect on December 1, 2005 will expire on December 1, 2008.
Client Alert | November 5, 2008
Washington, D.C. of counsel Susan Grafton and associate S. Joy Dowdle are the authors of "Adapting to the Regulatory Clamp Down on Short Selling: The Investment Manager's Perspective" [PDF] published in the November 2008 issue of IAA"s Compliance Corner.
Client Alert | November 3, 2008
In a recent ruling, the U.S. District Court for the District of New Mexico dismissed the claims of residents who lived near a uranium mill because they failed to prove that they would not have developed cancer “but for” their exposure to hazardous substances migrating from the mill.
Client Alert | November 3, 2008
Washington, D.C. partner Baruch A. Fellner and associate Michael Billok are the authors of "Workplace Injuries - Scrutinizing Workplace Fatalities" [PDF] published in the November 3, 2008 issue of the New Jersey Law Journal.
Client Alert | November 3, 2008
New York partner Jonathan Dickey is the author of "Auditor Liability "Caps" - The Politics of Catastrophe" [PDF] published in the November 2008 issue of West Legalworks's Securities Litigation Report.
Client Alert | November 3, 2008
New York partner Jennifer Rearden and associate J. Taylor McConkie are the authors of "Trends in Subprime-Related Securities Fraud Actions" [PDF] published online by Law360 on October 31, 2008 at law360.com.
Client Alert | October 31, 2008
The Emergency Economic Stabilization Act was signed into law by President Bush on October 3, 2008. Included in the Act is new Internal Revenue Code Section 457A, which is intended to end the deferral of compensation payable to managers of offshore hedge funds under a nonqualified deferred compensation plan.
Client Alert | October 30, 2008