On June 20, 2012, the United States Securities and Exchange Commission (the "SEC") adopted rules under Section 10C of the Securities Exchange Act of 1934, as mandated by Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"). As mandated by Dodd-Frank, the SEC rules require stock exchanges to adopt listing standards that (1) impose independence requirements on compensation committee members; (2) require companies to authorize compensation committees to retain compensation consultants and other advisers; and (3) require compensation committees to assess the independence of any consultant, legal counsel or other adviser selected by the committee. Stock exchanges have until September 25, 2012, to propose listing standards un
July 2, 2012
Los Angeles partners Kevin Rosen and Christopher Chorba, and San Francisco associate Lindsey Blenkhorn are the authors of “Jewel v. Boxer Remains Center Stage as N.Y.
July 1, 2012
On June 28, 2012, the Supreme Court issued its decision on the constitutional challenges to two components of the Patient Protection and Affordable Care Act of 2010 ("ACA"). The plaintiffs in National Federation of Independent Business v. Sebelius sought to invalidate both (1) the individual mandate, which requires most persons to purchase health insurance beginning in 2014 or pay a penalty for failure to do so; and (2) the expansion of the Medicaid program, which, among other things, requires States to expand Medicaid coverage and threatens the loss of all federal Medicaid funding for States that do not comply. In a 5-4 decision written by Chief Justice Roberts, the Supreme Court held that although the individual mandate is not a proper exercise of Congress's power u
June 29, 2012
The prospectus regime is being amended throughout Europe and this Alert provides (i) a summary of the key provisions of Directive 2010/73/EU (the "Amending Directive"), which amends the Prospectus Directive 2003/71/EC (the "Prospectus Directive"), and (ii) details of the related recently published delegated amending regulations, which amend the Prospectus Regulation 809/2009 (the "Prospectus Regulation"). Some of these changes have already been implemented in the UK and others will come into force on 1 July 2012. These changes will modify:when the Prospectus Directive does not apply;when a prospectus which complies with the Prospectus Directive (a "Prospectus") must be published;requirements in relation to the form and content of a Prospe
June 28, 2012
When the former CEO of a Delaware corporation headquartered in California sues his employer for retaliatory termination, which state's laws apply? In its recent decision in Lidow v. Superior Court, a California Court of Appeal allowed the ex-CEO's claims to proceed under California law, refusing to apply a conflict of laws principle known as the "internal affairs doctrine," which otherwise would have barred his action under Delaware law.The internal affairs doctrine holds that the laws of the state of incorporation should normally govern a corporation's internal affairs. The United States Supreme Court, citing this doctrine with approval, has described "internal affairs" as "matters peculiar to the relationships among or between the corporation and i
June 26, 2012
Earlier this year we reported on the UK Government's proposals to give shareholders of companies greater influence over executive pay through the use of binding votes.
June 21, 2012
The United States Supreme Court ruled yesterday that pharmaceutical sales representatives are "outside sales" employees who are exempt from the overtime requirements of the Fair Labor Standards Act ("FLSA").
June 19, 2012
As the Supreme Court winds down its 2011 Term, 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. The Court has issued decisions in over fifty-five cases already this Term, including five cases in which Gibson Dunn is involved.Spearheaded by former Solicitor General Theodore B.
June 15, 2012
Brussels partner David Wood is the author of "Searching questions: Freedom of expression, competition and search engines" [PDF] published in Competition Law Insight on June 12, 2012.
June 12, 2012
Paris partner Jean-Philippe Robé and London partner Wayne McArdle are the authors of "Coeur Défense Judgment Broadens Scope of French Safeguard Procedures" [PDF] published in the Second Quarter 2012 issue of INSOL World.
June 11, 2012
Los Angeles partner Jeffrey Dintzer and associate Dana Craig are the authors of "Role Of Contracts, Ownership In AISLIC Trial And Beyond" [PDF] published by Law360 on June 8, 2012, at www.law360.com.
June 8, 2012
On May 1, 2012, President Obama signed Executive Order 13608 "Prohibiting Certain Transactions With and Suspending Entry Into the United States of Foreign Sanctions Evaders With Respect to Iran and Syria" ("FSE E.O.").[i] The FSE E.O.
June 7, 2012
New York partner Edward Nelson and associate Timothy Abbott are the authors of "LP boards: A liability shield" [PDF] published in Private Equity Manager on June 5, 2012.
June 5, 2012
There have been a number of significant shareholder proposals submitted during the 2012 proxy season to date. This alert summarizes notable responses by the Securities and Exchange Commission (the "SEC") staff (the "Staff") to no-action requests concerning many of these shareholder proposals. By way of background, according to Institutional Shareholder Services ("ISS"), 1,105 proposals have been submitted to companies to date for 2012 annual meetings. As of May 22, 2012, 303 no-action requests had been submitted to the SEC since October 1, 2011. This is comparable to the number of shareholder proposal no-action requests submitted during a similar period in 2011. Moreover, repeating the experience in 2011, the number o
May 29, 2012
Orange County associates James Sabovich and Heather Hearne are the authors of "The TSCA, Lead and The Division Of The Hazardous Bullet" [PDF] published by Law360 on May 24, 2012 at www.law360.com.
May 24, 2012
In recent weeks, senior officials from the SEC's Office of Compliance Inspections and Examinations ("OCIE") have revealed a three-part examination strategy for newly registered private fund advisers. Most notably, this strategy will result in tailored examinations of a significant portion of new registrants being performed over the next 12 to 24 months. With an SEC examination imminent for most newly registered private fund advisers, new registrants should consider being proactive and prepare to meet forthcoming OCIE document and data requests. Advisers would also be well-advised to remain cognizant of the increasing risk of an OCIE examination developing into an investigation by the SEC's Division of Enforcement ("Enforcement"), and look for opportuni
May 22, 2012
Where tax and other considerations make it possible, we find many of our clients use the joint venture structure because it provides tremendous flexibility to the joint venture partners in structuring their relations and determining how the joint venture will operate. Most savvy joint venture partners also enjoy the flexibility the joint venture structure allows in deciding when and how partners can unwind or exit the venture. The exit and termination provisions of a joint venture are almost always a key issue in negotiations in forming a joint venture, and the joint venture structure allows the parties to tailor creative solutions to meet the specific business goals and needs of the joint venture partners and the joint venture itself. This alert explores common concepts
May 21, 2012
The Delaware Court of Chancery recently issued an opinion granting Carl Icahn's motion to expedite proceedings to determine whether to enjoin enforcement of Amylin Pharmaceuticals Inc.'s advance notice bylaw.
May 17, 2012
As the Supreme Court winds down its 2011 Term, 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. The Court has issued decisions in over forty-five cases already this Term, including five of the eleven cases in which Gibson Dunn is involved.
May 17, 2012
This alert focuses on the impact that Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and related regulations will likely have on both financial and nonfinancial end-users. While Title VII of the Dodd-Frank Act provides certain exceptions for swap end-users with respect to margin, clearing, execution and other requirements, regulators have not provided definitive guidance regarding these and other issues affecting end-users resulting from Title VII. Imposing costly regulatory burdens may impact end-users' abilities to efficiently hedge and manage their risks. End-user clients still have an opportunity to shape many areas through public comment; however, where final rules exist, end-user clients must (1) unders
May 16, 2012