In connection with regulatory reform legislation anticipated to be introduced in the 111th Congress, consideration will be given to enacting proposals to further legislate the swaps market and, in particular, credit default swaps ("CDS") and the over-the-counter ("OTC") derivatives market.
December 23, 2008
I. E-Proxy Update In 2007, the Securities and Exchange Commission (the "SEC") adopted rules providing for proxy materials (including the proxy statement, a proxy card, the "glossy" annual report and any other soliciting materials) to be made available to shareholders via a publicly accessible Internet website other than the SEC's EDGAR website (the "E-Proxy Rules").
December 19, 2008
On December 8, 2008, the U.S. Department of the Treasury published in the Federal Register a notice providing guidance on the newly implemented amendment to Section 721 of the Defense Production Act of 1950.
December 18, 2008
On November 26, the Orange County Superior Court ruled that Water Quality Standards for storm water promulgated by the Los Angeles Regional Water Quality Control Board ("Regional Board") in its Los Angeles Region Basin Plan were invalid under state law.
December 17, 2008
On December 17, 2008, the Securities and Exchange Commission adopted a rule that will require issuers to file a supplemental exhibit "tagging" their financial statements with an interactive data format known as XBRL (eXtensible Business Reporting Language).
December 17, 2008
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is tracking closely government responses to the turmoil that has catalyzed dramatic and rapid reshaping of our capital and credit markets.
December 16, 2008
On November 5, 2008, the Department of the Treasury, Office of Foreign Assets Control ("OFAC") issued guidance, Opening Securities and Futures Accounts from an OFAC Perspective, to make it clear that guidance or actions by its sister Treasury bureau, the Financial Crimes Enforcement Network ("FinCEN"), under the Bank Secrecy Act ("BSA") do not affect the responsibilities of the securities and futures industry to comply with the economic and trade sanctions administered and enforced by OFAC. This OFAC issuance follows the announcement by FinCEN on October 30, 2008, that FinCEN was withdrawing proposed rulemakings issued in 2002 and 2003 which would have required anti-money laundering ("AML") programs for unregistered investment companies, invest
December 9, 2008
We are closely tracking regulatory and legislative activity relating to the regulation of nanotechnology, which is an emerging technology that involves an increasing number of products and businesses.
December 9, 2008
On account of the financial market turmoil and current economic crisis, Congress and the new Administration will be introducing legislation next year to restructure the financial services industry and system and to further regulate the activities, products and services provided by financial services companies. It is anticipated that this legislation could impact all financial companies, including those in the banking, securities, insurance, investment company, private equity, lending, derivatives and commodities industries.
December 8, 2008
Position on Waiver of Attorney-Client Privilege Follows Trend of DOJ, SEC The Financial Industry Regulatory Authority ("FINRA") has recently provided guidance on the extent to which "extraordinary cooperation" by a firm or individual in an investigation can influence FINRA's enforcement decisions. In particular, with respect to waiver of the attorney-client privilege, the guidance states that waiver or non-waiver of the privilege will not be considered in whether to grant credit for cooperation, but rather it is the assistance in "uncovering the facts in an investigation" that will yield credit for cooperation. In this respect, FINRA follows the trend recently set by the Securities and Exchange Commission and the Department of Justice. Despit
December 5, 2008
Washington, D.C. partner Mark A. Perry and of counsel Paul Blankenstein are the authors of "The Inapplicability of Rule 23(b)(1) to ERISA Class Actions" [PDF] published in the December 5, 2008 issue of BNA Inc.'s Workplace Law Report.
December 5, 2008
For the past few years, concern over the potential impacts of new developments on climate change has prompted the attention of state officials to begin developing methods under the California Environmental Quality Act (CEQA) to reduce greenhouse gas (GHG) emissions.
December 4, 2008
The concept of abuse of a dominant position, as found in Article 82 of the EC Treaty, is one of the pillars of EU antitrust law. Although dominance is not unlawful as such, the abuse of dominance is and cannot be exempted.Recent years have seen much sound and fury but relatively little light shed on the subject. The EU Courts have upheld a strict approach to defining abuse and the Commission has adopted a number of high profile decisions, particularly at the IP/antitrust interface. High fines have been imposed even in novel cases.In December 2005, the Commission published draft guidelines on abuses which could be considered to be exclusionary. Criticised and praised in roughly equal measure, the Draft Guidelines adopted an "effects-based" approach that wou
December 3, 2008
Over the past year, turmoil in the financial markets has led to increased litigation, and the high-profile failures of several major financial institutions have focused attention on the protections that are available for directors and officers of public companies. Fortunately, it is still rare for directors and officers to contribute personally to the settlement of a lawsuit. However, more than ever before, strong indemnification protections and comprehensive insurance for directors and officers ("D&O insurance") are vital to a company's ability to attract and retain qualified directors and officers. This client alert discusses several recent developments in the areas of director and officer indemnification and D&O insurance and then concludes by offerin
December 3, 2008
As the 2008 calendar year comes to a close, employers must take a number of actions to address Sections 409A and 457A of the Internal Revenue Code for deferred compensation plans. Also, employers whose employer identification numbers end with "3" or "8" need to file their applications for IRS determination letters for their tax-qualified plans by January 31, 2009. In addition to this client alert, we recently prepared an alert on various recent executive compensation developments. Among other things, companies should be planning their responses to pending "say on pay" legislation.
December 3, 2008
On November 16, 2008, the White House and the Iraqi Cabinet approved a Status of Forces Agreement (SOFA), subject to the approval of the Iraqi Parliament. On November 27, 2008, the Iraqi Parliament approved the SOFA by a vote of 149 to 35. This new SOFA subjects U.S.
December 1, 2008
On November 25, 2008, RiskMetrics Group ISS Governance Services (ISS), a leading proxy advisory firm, released its U.S. and international corporate governance policy updates for the 2009 proxy season. The ISS U.S.
December 1, 2008
Orange County associate Jim M. Sabovich is the author of "Petition Without Prejudice: Against the Fraud Exception to Noerr-Pennington Immunity from the Toxic Tort Perspective" [PDF] published in the December 2008 issue of Penn State Environmental Law Review.
December 1, 2008
Los Angeles partner Jeffrey D. Dintzer, of counsel Brett H. Oberst, associates Lindsay K. Larris and Lynn Hang are the authors of "Precaution In Applying The Precautionary Principle" [PDF] published online by Law360 on November 26, 2008 at law360.com.
November 26, 2008
As widely reported, on Monday, September 15, 2008, Lehman Brothers Holdings Inc. ("Lehman Holdings") filed a voluntary petition under chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), with the United States Bankruptcy Court for the Southern District of New York.
November 25, 2008