Client Alert - Gibson Dunn

Client Alert

Does The APA Still Apply To Government Contractors?

Gibson Dunn partner Karen Manos is the author of "Does The APA Still Apply To  Government Contractors?" [PDF] which appears in  2-5 Cost, Pricing & Accounting Report 44 (Sept.

September 1, 2007

Delaware Court Decision Highlights Importance of Stock Option Plan Language in Corporate Transactions

On July 20, the Delaware Chancery Court issued an important decision awarding damages to holders of "out-of-the-money" stock options that were cancelled in connection with a corporate merger.

August 15, 2007

Go-Shops Follow-Up: Lear & Topps Decisions Hone Delaware Courts’ View

Washington, D.C. partner Stephen I. Glover and associate Jonathan P. Goodman are authors of "Go-Shops Follow-Up: Lear & Topps Decisions Hone Delaware Courts' View" [PDF] published in the July/August 2007 issue of The M&A Lawyer.Reprinted with permission, The M&A Lawyer Vol.

August 1, 2007

“Protection” or “Frustration”? The Treatment of Takeover Defenses under the Local Laws of EU Nations

London partner Selina S. Sagayam is the author of "'Protection' or 'Frustration'? The Treatment of Takeover Defenses under the Local Laws of EU Nations" [PDF] which appears in the August 2007 issue of Bloomberg Law Reports - Mergers & Acquisitions.

August 1, 2007

Financial Planning Association v. SEC: The End of Fee-Based Brokerage Accounts?

K. Susan Grafton is the author of "Financial Planning Association v. SEC: The End of Fee-Based Brokerage Accounts?" [PDF] which appeared the August 2007 issue of the Wall Street Lawyer.

August 1, 2007

Navigating the Foreign Corrupt Practices Act: The Increasing Cost of Overseas Bribery

Partner Robert C. Blume and Associate J. Taylor McConkie are the authors of "Navigating the Foreign Corrupt Practices Act: The Increasing Cost of Overseas Bribery" [PDF] published in the August 2007 issue of The Colorado Lawyer.

August 1, 2007

The FCPA Enforcement Explosion Continues: Nine New Enforcement Actions in 2007 and Approximately 100 Active Investigations

The Foreign Corrupt Practices Act (“FCPA”) is 30 years old this year, and the anniversary is being “celebrated” with an explosion of enforcement activity by both the Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”).

July 26, 2007

New Legislation on Foreign Takeovers in Wake of Dubai Ports Controversy

Today the President signed legislation increasing the federal government's scrutiny of mergers and corporate takeovers of U.S. businesses by foreign companies.

July 26, 2007

SEC Proposes Shareholder Access Alternatives, Approves AS-5 and Adopts Definition of Significant Deficiency; PCAOB Proposes Amendments to Auditor Independence Rules

At a meeting today, the Securities and Exchange Commission (“SEC”) took several significant actions, including: approving releases relating to revisions to the proxy process;

July 25, 2007

The European Court of First Instance Rules in Favour of Compensation for Illegal Prohibition of a Merger by the European Commission in Schneider/Legrand

On 11 July 2007, the European Court of First Instance (the "CFI") delivered its long-awaited Judgment in the appeal of Schneider Electric S.A. ("Schneider") against the Decision of the European Commission (the "Commission").

July 19, 2007

UK Employment and Labour Law — Quarterly Executive Summary (July 2007)

Welcome to the second Quarterly Executive Summary of 2007, in which we highlight key developments in UK Employment and Labour Law over the past three months. A headline summary of cases and developments is provided below.

July 18, 2007

The German Tax Reform 2008 — Impact on Leveraged Transactions

On July 6, 2007, the German Corporate Tax Reform 2008 passed all German legislative bodies and will become effective January 1, 2008. The Corporate Tax Reform 2008 does not provide for any grandfather rules for current transactions.

July 11, 2007

U.S. Department of Commerce Announces New Export Control Regulations for Exports to the People’s Republic of China

On June 19th, 2007, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) published a final rule (the “China Rule”), effective immediately, that implements significant changes to its dual-use export control regulations for exports to the People’s Republic of China (“PRC”).

July 2, 2007

In a Landmark Antitrust Decision, the U.S. Supreme Court Overturns the 96-Year-Old Per Se Rule Against Minimum Resale Price Maintenance Agreements

On June 28, the Supreme Court of the United States held in Leegin Creative Leather Products, Inc. v. PSKS, Inc. that resale price agreements should be evaluated under the rule of reason to determine whether there is a violation of Section 1 of the Sherman Act.

June 28, 2007

Postgraduate Course in Federal Securities Law – Current Trends in Federal Securities Litigation

Jonathan C. Dickey is the author of "Current Trends in Federal Securities Litigation" [PDF] prepared for the ALI-ABA Postgraduate Course in Federal Securities Law, June 28 - 29, 2007.

June 28, 2007

Employment: Parent Power

The Work and Families Act (WFA), which received Royal Assent in the UK on 21 June, 2006, has been the subject of considerable speculation and debate since the Department of Trade and Industry (DTI) outlined a range of proposals promoting family-friendly policies and practices at work in its February 2005 consultation paper.

June 27, 2007

Supreme Court Decision in Rita v. United States Resolves Role for Presumption of Reasonableness in Federal Sentencings

On June 21, 2007, the Supreme Court issued an 8-1 decision in Rita v. United States, No. 06-5754, affirming the ability of appellate courts to use a presumption of reasonableness where the sentences they are reviewing were imposed within the applicable range under the Federal Sentencing Guidelines.

June 25, 2007

Supreme Court Establishes Rigorous Pleading Standard for Investor Suits

On June 21, 2007, the Supreme Court issued an 8-1 decision in Tellabs v. Makor Issues & Rights, No. 06-484, explaining the plaintiff’s burden under § 21D(b)(2) of the PSLRA (15 U.S.C.

June 22, 2007

Supreme Court Holds in United States v. Atlantic Research That Potentially Responsible Parties Have a Cost Recovery Cause of Action Under Section 107(a)(4)(B) of CERCLA

On June 11, 2007, the Supreme Court issued a unanimous opinion in United States v. Atlantic Research Corporation, No. 06-562, holding that the plain language of Section 107(a)(4)(B) of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C.

June 11, 2007

Latest SEC Reminder About Managing Conflicts within Financial Institutions — Have You Tested Your Walls Lately?

The Securities and Exchange Commission recently provided an important reminder of the need for effective information barriers and procedures to address potential conflicts of interest, including misuse of confidential information, that may exist given the multiple hats increasingly worn by broker-dealers, investment advisers, hedge funds, private equity funds, and other financial intermediaries.

June 11, 2007