On September 9, 2015, the Department of Justice ("DOJ") issued a new policy memorandum, signed by Deputy Attorney General Sally Yates, regarding the prosecution of individuals in corporate fraud cases--"Individual Accountability for Corporate Wrongdoing" ("the Yates Memorandum").
September 11, 2015
Spearheaded by Daniel M. Kolkey, a former Associate Justice on the California Court of Appeal, Third Appellate District, and former Counsel to the Governor of California, Gibson Dunn's California Appellate Practice Group has prepared the attached California Supreme Court Mid-Year Round-Up, which previews upcoming cases and summarizes select opinions issued by the Court.
September 8, 2015
Today, the agreement between the E3/EU+3 (China, France, Germany, the Russian Federation, the United Kingdom, and the United States) with the Islamic Republic of Iran to ease sanctions on the country in exchange for limitations on its nuclear program, the Joint Comprehensive Plan of Action ("JCPOA"), took a major political step closer to being realized and implemented in the United States.
September 2, 2015
The taxation of an executive's participation in a management equity program (MEP) has quite recently become a major topic in several German tax audits dealing with MEPs.
September 2, 2015
On September 1, 2015, the Department of the Treasury, Financial Crimes Enforcement Network ("FinCEN") published a long-awaited Notice of Proposed Rulemaking ("NPRM") with new rules that would require registered investment advisers to implement Anti-Money Laundering ("AML") programs and to file Suspicious Activity Reports ("SARs") under the Bank Secrecy Act ("BSA").
September 1, 2015
The Federal Trade Commission's longstanding effort to establish itself as the primary federal regulator of cybersecurity survived its first appellate test on Monday when the Third Circuit allowed the FTC to continue pursuing its case against Wyndham Worldwide Corp. The FTC sued Wyndham after the hotelier suffered three data breaches that allegedly compromised the payment card information of more than 600,000 customers. The FTC alleged, among other things, that Wyndham's failure to use encryption, firewalls, and non-obvious passwords constituted an "unfair" practice under Section 5 of the FTC Act. The district court denied Wyndham's motion to dismiss the FTC's case, but allowed Wyndham to pursue an interlocutory appeal. A unanimous Third Circuit panel
August 27, 2015
On August 6, 2015, the European Commission issued a Delegated Regulation (the "Delegated Regulation") that requires all financial counterparties ("FCs") and non-financial counterparties ("NFCs") that exceed specified thresholds to clear certain interest rate swaps denominated in euro ("EUR"), pounds sterling ("GBP"), Japanese yen ("JPY") or US dollars ("USD") through central clearing counterparties ("CCPs"). Further, the Delegated Regulation addresses the so-called "frontloading" requirement that would require over-the-counter ("OTC") derivatives contracts subject to the mandatory clearing obligation and executed between the first authorization of a CCP under European rules (whic
August 19, 2015
The European Commission ("Commission") has recently introduced a series of amendments to primary legislation and a range of "soft law" guidance notes in relation to its competition law procedures to ensure the smooth functioning of Directive 2014/104/EU on Antitrust Damages Actions (the "Damages Directive"), due to be implemented into national law in 2016 across the European Union.I. IntroductionThe Court of Justice of the European Union has ruled on a number of occasions that any citizen or business has a right to full compensation for the harm caused to them by an infringement of the EU competition (i.e., antitrust) rules. The right to compensation is, in turn, governed by national rules. The differences between th
August 17, 2015
In a pointed and thoughtful repudiation of FDA's longstanding policy, the U.S. District Court for the Southern District of New York held on August 7, 2015, that the First Amendment precludes the prohibition and criminalization of truthful, non-misleading off-label speech under the Federal Food, Drug, and Cosmetic Act ("FDCA"). Amarin Pharma, Inc. v.
August 13, 2015
Being appointed to a company's board of directors comes with serious duties and responsibilities. In Singapore, the Companies Act, Chapter 50 of Singapore ("Act"), is the main source of directors' duties.
August 13, 2015
This Client Alert provides an update on shareholder activism activity involving publicly traded domestic companies during the first half of 2015. At the midway point of 2015, shareholder activism shows no signs of slowing.
August 10, 2015
On August 5, 2015, the SEC voted, 3-2, to adopt final rules to implement the pay ratio disclosure provision of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Consistent with their positions on the proposed rules, SEC Chair Mary Jo White and Commissioners Luis Aguilar and Kara Stein voted to adopt the rules and Commissioners Daniel Gallagher and Michael Piwowar dissented, making this Commissioner Gallagher's 16th dissent (which Gallagher indicated is a Commission record). As discussed in our September 18, 2013 blog post, Section 953(b) of the Dodd-Frank Act mandates that the SEC promulgate rules requiring companies to disclose in certain of their SEC filings (i) the median of annual total compensation
August 6, 2015
Today the Council of Institutional Investors ("CII"), a nonprofit association of corporate, public and union employee benefit funds and endowments that seeks to promote effective corporate governance practices for U.S.
August 5, 2015
In this inaugural Government Contracts Litigation Update, Gibson Dunn examines trends and summarizes highlights from the government contracts-related decisions of the U.S.
July 29, 2015
On July 27, 2015, the U.S. District Court for the Northern District of Texas issued its anticipated decision on remand from Halliburton, Co. v. Erica P.
July 29, 2015
The Autorité des marchés financiers (French financial markets authority) (the "AMF") recently released new rules advocating prior shareholder consultation with respect to major asset disposals by French listed issuers.
July 29, 2015
Orange County partner William Rooklidge is the co-author of “The Latest Inappropriate Reasonable Royalty Rule of Thumb” [PDF] published on July 28, 2015 by Law360.
July 28, 2015
On July 21, 2015, the Federal Circuit issued its much anticipated decision in Amgen v. Sandoz (No. 2015-1499) construing two key provisions of the Biologics Price Competition and Innovation Act ("BPCIA"). The split decision held something for both sides, providing that the information disclosure and exchange provisions of the BPCIA (the infamous "patent dance") are not mandatory, and that the biosimilar applicant's 180-days' pre-marketing notice may only be given after final FDA approval. It is worth reiterating that the Federal Circuit has determined that the patent dance Congress spent years choreographing is not a mandatory requirement. Judge Lourie wrote the majority opinion, with Judge Newman concurring-in-part and dissenting-in-part, and Jud
July 27, 2015
This is the latest update of significant developments relating to qui tam, securities, and other lawsuits and investigations involving schools, especially private-sector schools. This quarter was particularly noteworthy for the number of relevant decisions in the False Claims Act sphere, a significant change in direction from the Department of Education, and more. A. It's "Unreasonable" to Premise False Claims Act Liability on "Continued Compliance with the Thousands of Pages of Federal Statutes and Regulations." This past quarter, the United States Court of Appeals for the Seventh Circuit issued an important decision in a False Claims Act ("FCA") case involving Sanford-Brown College that significantly alters the legal
July 23, 2015
On July 21, 2015, the Internal Revenue Service announced that, beginning January 1, 2017, it will no longer accept determination letter applications requesting a determination with respect to the tax-qualified status of retirement plans except in connection with the initial adoption of the plan, the termination of the plan, and in certain other circumstances to be identified. The IRS is limiting the determination letter program in order to more "efficiently direct its limited resources." This change will increase the risk of maintaining an individually designed tax-qualified plan and will push more employers to adopt preapproved plans made available by service providers (the opinion letter program for those plans is not changing).BackgroundAn IRS determination le
July 21, 2015