On October 8, 2010, the Court of Chancery of Delaware issued an important opinion, Airgas, Inc. v. Air Products & Chemicals, Inc. (Del. Ch. Oct. 8, 2010), with significant implications for public corporations with staggered boards.
October 12, 2010
On September 30, 2010, the United States Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) published in the Federal Register its long-awaited notice of proposed rulemaking (NPRM) that would require certain banks and money transmitters to report to FinCEN transmittal orders associated with certain cross-border electronic transmittals of funds (CBETFs).
October 12, 2010
Dubai partner Nick Tomlinson and Washington, D.C. partner C. William Thomas are the authors of "Sourcing Capital In The United States and Beyond: Be Prepared For What International Investors Expect" [PDF].
October 12, 2010
Orange County of counsel David C. Lee and associate Brian D. O'Neill are the authors of "Dodd-Frank's 'Say-on-Pay' Provisions" [PDF] published in the October 2010 issue of Insights.
October 11, 2010
On September 29, 2010, the SEC amended Regulation FD to remove the express exemption for disclosures of material non-public information to credit rating agencies (former Rule 100(b)(2)(iii) of Regulation FD), as required under Section 939B of the Dodd-Frank Act.
October 11, 2010
Printable PDFThe following provides an update on the litigation challenging the "proxy access" rules adopted by the Securities and Exchange Commission ("SEC" or "Commission"), and also discusses steps companies should consider during the pendency of the litigation. Our client alert dated August 25, 2010, available here, provided an overview of the proxy access rules. Gibson, Dunn & Crutcher LLP is representing the plaintiffs, or "petitioners," in the case, Business Roundtable and the U.S.
October 8, 2010
The Hiring Incentives to Restore Employment Act (the HIRE Act), in an effort to reduce the evasion of U.S. tax obligations through the establishment of accounts at foreign financial institutions (FFIs) or by holding assets through other, nonfinancial foreign entities (NFFEs), included provisions commonly referred to as FATCA.
October 7, 2010
Paris partner Jérôme Délaurière and associate Charlotte Prest are the authors of "De la conformité du droit d'enquête TVA avec la Convention EDH" [PDF] published in the October 2010 issue of the Revue du Droit Fiscal. For the full article please refer to issue number 40 of the Revue du Droit Fiscal.
October 7, 2010
New York partner Eduardo Gallardo and associate Sharon I. Grysman are the authors of "Delaware Court of Chancery Issues Important Poison Pill Opinion" [PDF] published in the October 2010 issue of Insights.Reprinted with the permissions of Aspen Publishers www.aspenpublishers.com.
October 6, 2010
The bulk of the Equality Act 2010 (the "EA2010") came into force at the beginning of October 2010. Those based in the UK have probably seen a lot of coverage about the more controversial aspects of the EA2010. We summarise below what this means for most employers in practice and the practical steps that employers should be taking. We would also like to offer our help. BackgroundThe purpose of the EA2010 is to consolidate all existing discrimination legislation into one single statute. The new legislation runs to 251 pages and contains 28 schedules. Whilst the EA2010 has been billed by some commentators as the biggest overhaul of equality legislation in a generation, the EA2010 is largely a consolidating measure which is designed to iron out a n
October 5, 2010
Investment advisers have a duty to disclose material conflicts of interest to clients. The more difficult question is: "how much disclosure is enough?" In a recent settled enforcement action, the SEC suggests that disclosure of material facts alone may not be sufficient, and that more explicit disclosure is needed when investment advice may result in additional compensation to the adviser.
October 1, 2010
New York partner Joel M. Cohen and associate M. Jonathan Seibald are the authors of "Six Ways a Board can Manage FCPA Risk" [PDF], published by Corporate Board Member on October 1, 2010.
October 1, 2010
As the Supreme Court opens its 2010 Term, Gibson Dunn's Supreme Court Round-Up is summarizing the issues presented in cases that will be argued, as well as other key developments at the Court. The Court has already accepted more than fifty cases for argument this Term, including six cases in which Gibson Dunn is involved. With arguments scheduled to begin next week, the Round-Up provides a snapshot of the issues that are at the forefront of the Court's docket.Spearheaded by former Solicitor General Theodore B.
September 30, 2010
London partner Dorothee Fischer-Appelt is the author of "Prospectus Directive amendments - discussion of key changes" [PDF] published in the September 2010 issue of Law and Financial Markets Review (pp.
September 27, 2010
New York partner Lee Dunst and associate Elizabeth Goergen are the authors of "The Upswing In US and UK Anti-Bribery Enforcement" [PDF] published online by Law360 on September 24, 2010 at www.law360.com.
September 24, 2010
In anticipation of the April 2011 implementation of the new UK Bribery Act 2010 (the "Act"), on September 14, 2010, the UK Ministry of Justice launched an eight-week consultation regarding the Government's proposed guidance to commercial organisations on the prevention of bribery. The consultation features the publication of draft guidance on the "adequate procedures" defence under the Act.
September 22, 2010
Washington, D.C. partners Amy Goodman, Ronald Mueller and Elizabeth Ising are the authors of "Executive Compensation, Corporate Governance and Other Securities Disclosure Provisions in the Dodd-Frank U.S.
September 21, 2010
On September 17, 2010, the Securities and Exchange Commission ("SEC") unanimously voted to publish for comment proposed rules that would require registrants to increase disclosure of short-term borrowing arrangements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A"). The SEC also unanimously voted to issue an interpretive release reiterating its long-standing guidance regarding liquidity and capital resources disclosure requirements in MD&A.The proposing release may be found here.
September 20, 2010
In-house counsel in the EU will continue to be denied the protection of legal professional privilege after the Court of Justice of the European Union ('ECJ') unambiguously reaffirmed the limited scope of the doctrine under EU law. The appeal arose from an action for the annulment of a European Commission decision to seize documents during a "dawn raid" on the offices of a subsidiary of Akzo Nobel under competition enforcement powers.
September 15, 2010
Washington, D.C. partner John F. Olson is the author of "Observations on Key Corporate Governance Impacts of Dodd-Frank" [PDF] published in the September issue of U.S.
September 15, 2010