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
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
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").
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.
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.
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.
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.
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).
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
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.
June 3, 2013
Brussels partner Peter Alexiadis and associate Alejandro Guerrero Pérez are the authors of "European Commission Proposes Stricter EU Antitrust Rules on Technology Transfer" [PDF] published in the June 2013 issue of the European Intellectual Property Review.
June 3, 2013
Brussels associate Pablo Figueroa is the author of “The Robathin v. Austria Ruling by the European Court of Human Rights: Some Preliminary Considerations from a Competition Law Perspective” published in the January-June 2013 issue of Estudios de Deusto.
June 1, 2013
On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, such transactions will be reviewed under the deferential business judgment rule standard, rather than the exacting entire fairness standard.
May 31, 2013
Washington, D.C. partner Diana Richard, of counsel Neil Whiteman and associate Sarah Gleich are the authors of "Contractor Reporting Requirements in the Wake of Implementation of the System for Award Management"[PDF] published in the May 2013 issue of Thomson Reuters' Briefing Papers.
May 31, 2013
London partners Jeffery Roberts and Selina Sagayam and associate Gareth Jones are authors of "Shareholder Activism in the U.K. - an Introduction" [PDF] published in the May 2013 issue of Wall Street Lawyer.
May 31, 2013
On April 10, 2013, the Obama Administration released the General Explanations of the Administration's Fiscal Year 2014 Revenue Proposals, commonly known as the "Green Book," including various proposals relating to taxation. One such proposal would facilitate investment by foreign pension funds in U.S.
May 22, 2013
A summary of the investigative powers of each House and Senate committee during the 113th Congress (2013-2015) with an accompanying table of authorities.
May 22, 2013
Orange County associate James Sabovich is the author of “The Starstruck Medical Causation Trend” [PDF] published by Law360 on May 22, 2013 at www.law360.com.
May 22, 2013
New York partner James Hallowell and associate Justin Nematzadeh are the authors of “Lead Plaintiffs’ Shareholdings Draw Chancery Review” [PDF] published in the May 22, 2013 issue of Delaware Business Court Insider.
May 22, 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.
May 20, 2013