Client Alert - Gibson Dunn

Client Alert

Treasury Issues New Rules to Encourage CMBS Workouts

On September 16, 2009, the Internal Revenue Service released final regulations governing the U.S. federal income tax treatment of collateralized mortgaged-backed securities ("CMBS") held in a real estate mortgage investment conduit ("REMIC") vehicle.

September 17, 2009

NYSE Proposes Amendments to Corporate Governance Listing Standards; NASDAQ Solicits Comments on “Comply or Disclose” Approach to Corporate Governance

On August 26, 2009, the New York Stock Exchange ("NYSE") filed proposed amendments to its corporate governance listing standards with the Securities and Exchange Commission ("SEC").  The NYSE has proposed that they take effect on January 1, 2010.  The proposals must be approved by the SEC before they become final, and will be the subject of a 21-day comment period following publication in the Federal Register.  The NYSE proposals would amend the corporate governance listing standards to:  (1) codify certain staff interpretations; (2) clarify various disclosure requirements; and (3) incorporate applicable SEC disclosure requirements into the listing standards.

September 10, 2009

The Aspen Institute Statement: “Overcoming Short-termism”

The Aspen Institute recently released a statement calling for a more thoughtful approach to government policy and incentives, business management and investor decisions.  The statement addresses the need for investors and business management to pursue long-term corporate growth and sets out voluntary steps that can be taken to overcome the focus on short-term goals, which has had such a detrimental effect on the economy.

September 9, 2009

E-Verify Employment Eligibility Verification System Mandatory for Federal Government Contractors for Contracts Issued On or After Today

Last year, President Bush signed Executive Order 13,465, requiring federal government contractors to "agree to use an electronic employment eligibility verification system designated by the Secretary of Homeland Security," and the Secretary designated the "E-Verify" system, described in more detail below, for this purpose.  The Department of Defense, the General Services Administration, and NASA then jointly issued a final rule to implement the Executive Order, that was to be effective January 15, 2009.On December 23, 2008, however, the U.S.

September 8, 2009

UK Employment and Labour Law — Executive Summary (September 2009)

Welcome to our Executive Summary, in which we highlight key developments in UK Employment and Labour Law. A headline summary of cases and developments is provided below.

September 8, 2009

In re: General Growth Properties, Inc. – Court’s Denial of Motion to Dismiss Will Affect Single Purpose Borrowers

Gibson, Dunn & Crutcher LLP is closely monitoring developments arising from the recent ruling in the Chapter 11 case of General Growth Properties, Inc.

September 4, 2009

Environmental News: Climate Change – September 2009

September 2009The third issue of Gibson, Dunn & Crutcher's Environmental News: Climate Change newsletter is now available.  We hope you will find this periodic briefing on recent legal developments concerning climate change and greenhouse gas emissions informative.

September 3, 2009

Important Reminder of Bar Date for Filing Claims Against Lehman Brothers Holdings and Related US Debtors

For your information, the bar date for creditors to file proofs of claim based on claims against the Lehman Brothers Debtors is fast approaching. We would like to remind you that the deadline for most creditors to file claims is September 22, 2009, at 5:00 p.m.

September 2, 2009

A Renewed Emphasis on Upjohn Warnings

New York partner Lee Dunst and associate Daniel Chirlin are the authors of "A Renewed Emphasis on Upjohn Warnings" [PDF] published in the September 2009 issue of  Thomson Reuters's White-Collar Crime Litigation Reporter.Reprinted with the permission of Thomson Reuters.

September 1, 2009

Convertible Debt Exchange Offers: Considerations for Distressed Issuers

Orange County partner James Moloney and New York partner Glenn Pollner and associate Matthew Shaw are the authors of "Convertible Debt Exchange Offers: Considerations for Distressed Issuers" [PDF] published in the September-October 2009 issue of Deal Lawyers.

September 1, 2009

Enforcement Action on Section 13(d) Disclosure Requirements For Institutional Investors Clarifies Exception for ‘Ordinary Course of Business’

New York partner Mark K. Schonfeld, Orange County partner James Moloney and Denver associate Monica K. Loseman are the authors of "Enforcement Action on Section 13(d) Disclosure Requirements For Institutional Investors Clarifies Exception for 'Ordinary Course of Business'" [PDF] published in the August 31, 2009 issue of BNA's Securities Regulation & Law Report.

August 31, 2009

Comment on Developing a Comprehensive Approach to Climate Change Mitigation Policy in the United States: Integrating Levels of Government and Economic Sectors

Washington, D.C. partner Raymond B. Ludwiszewski and of counsel Charles H. Haake are the authors of "Comment on Developing a Comprehensive Approach to Climate Change Mitigation Policy in the United States: Integrating Levels of Government and Economic Sectors" [PDF] published in the August 2009 issue of the Environmental Law Reporter.

August 31, 2009

Release of FDIC Statement of Policy on the Acquisition of Failed Insured Depository Institutions

Gibson, Dunn & Crutcher LLP is closely monitoring risks and opportunities arising from the recent and dramatic reshaping of our capital and credit markets.  We are providing updates on key transactions as well as regulatory and other legal developments that we believe could prove useful to financial institutions, investors, financial sponsors and other entities.

August 28, 2009

In Environmental Cases, Petition Immunity Can Complement Pre-Emption

Orange County associate James M. Sabovich is the author of "In Environmental Cases, Petition Immunity Can Complement Pre-Emption" [PDF] published in the August 27, 2009 issue of the Los Angeles Daily Journal.

August 27, 2009

Stricter Rules for Remuneration of Management Board Members in German Stock Corporations — Extended Liability for Members of the Supervisory Board

On August 5, 2009, the German Act on the Appropriateness of Management Board Compensation (Gesetz zur Angemessenheit der Vorstandsvergütung, "VorstAG") came into force.

August 24, 2009

California’s Office of Environmental Health Hazard Assessment (OEHHA) Proposes New, More Stringent, Drinking Water Standard for Hexavalent Chromium

On August 20, 2009, California's Office of Environmental Health Hazard Assessment (OEHHA) announced a new, and significantly more stringent, proposed Public Health Goal (PHG) for the compound hexavalent chromium, or chromium(VI).

August 21, 2009

En Banc Federal Circuit Limits Scope of Patent Liability for U.S. Exports and Holds That Section 271(f) Does Not Apply to Method Claims

In an 11-1 en banc decision issued on August 19, 2009, the Federal Circuit has held that 35 U.S.C. § 271(f), which prohibits exporting the components of patented inventions, does not apply to method claims.

August 20, 2009

Cleaning Up Their Act

Los Angeles partner Jeffrey D. Dintzer, Los Angeles associate Krista L. Hernandez, and San Francisco associate Jenna Musselman Yott are the authors of "Cleaning Up Their Act" [PDF] published in the August 20, 2009 issue of the Los Angeles Daily Journal.

August 20, 2009

Pleading Scienter in the Ninth Circuit: Did Tellabs Really Change Much?

Los Angeles partner Gareth Evans and associate Alexander Mircheff are the authors of "Pleading Scienter in the Ninth Circuit: Did Tellabs Really Change Much?" [PDF] published in the August 17, 2009 issue of Bloomberg Law Reports - Securities Law. 

August 17, 2009

Using SOX ‘Clawback’ Against Uncharged Execs?

New York partner Mark K. Schonfeld and Washington, D.C. associate Matthew R. Estabrook are the authors of "Using SOX 'Clawback' Against Uncharged Execs?" [PDF] published online by Law360 on August 13, 2009 at law360.com.

August 13, 2009