When the board of a public company decides to undertake a strategic review, this may involve putting itself or some of its assets up for sale. These options may in turn be run as a formal auction or might involve (or be preceded by) more informal private discussions with a small number of parties to gauge market interest.
September 6, 2017
The Internal Revenue Service (the "IRS") has announced relief from certain time sensitive deadlines for taxpayers affected by Hurricane Harvey (https://www.irs.gov/newsroom/tax-relief-for-victims-of-hurricane-harvey-in-texas).
September 5, 2017
On September 5, 2017, the Trump Administration announced the termination of the Deferred Action for Childhood Arrivals program ("DACA"). Attorney General Jeff Sessions announced the Administration's decision in remarks delivered on Tuesday morning. Acting Secretary of Homeland Security Elaine Duke subsequently issued a memorandum formally rescinding the program, after which the White House issued a separate statement explaining President Trump's decision.
September 5, 2017
There is no doubt that with the new year in 2017 came a great deal of uncertainty for health care providers. But even with the change in administration, new leadership in the key health care oversight positions at the Department of Health and Human Services (HHS), Centers for Medicare & Medicaid Services (CMS), and U.S.
September 4, 2017
Continuing an active month of increased sanctions pressure on Venezuela, on August 24, 2017, President Donald J. Trump issued an executive order imposing a unique set of sanctions targeting transactions involving debt and equity of the Venezuelan government, including Venezuela's state-owned oil company Petroleos de Venezuela, S.A.
September 1, 2017
In M&A transactions that are structured as asset purchases, the buyer and the seller must define how the various assets and liabilities of the target business are to be divided between them. This exercise is unique to asset deals – in deals structured as mergers or stock purchases, all assets and liabilities of the target business effectively transfer to the buyer. But, in an asset deal, the parties have significantly more flexibility. This flexibility can be both a blessing and a curse. From the buyer's perspective, it allows the buyer to cherry pick which liabilities should transfer to the buyer and which liabilities should remain with the seller (leaving liabilities with the seller is obviously good for the buyer). From the seller's perspective,
August 25, 2017
At the midpoint of 2017, much has changed, and yet much has stayed the same for U.S. manufacturers of pharmaceuticals and medical devices. Although the new administration arrived in January, Dr. Scott Gottlieb, the new U.S.
August 25, 2017
This is the latest update of significant developments relating to regulatory, administrative, or legal actions involving schools, especially private-sector schools. This past quarter was eventful on the False Claims Act (FCA) front with a significant win for Kaplan, and a continued focus on the Ninth Circuit Court of Appeals. There were also some favorable developments at the federal regulatory level that certain states appear determined to thwart, and much more to discuss. Let's get started.
August 17, 2017
Los Angeles partner Benyamin Ross and associate Taylor Hathaway-Zepeda are the authors of "Thicker Than Water: Families, Fiduciary Duties and Controlling Stockholders," [PDF] published in Delaware Business Court Insider on August 16, 2017.
August 16, 2017
This Client Alert provides an update on shareholder activism activity involving NYSE- and NASDAQ-listed companies with equity market capitalizations above $1 billion during the first half of 2017.
August 15, 2017
Cyberthreats are ubiquitous, and significant cyberattacks on private and publicly traded companies occur on a near-daily basis. As a result of the ongoing barrage of increasingly advanced and evolving cyberattacks, even companies with sophisticated security systems are potentially susceptible to a cybersecurity breach.
August 8, 2017
This update provides an overview of key class action developments during the second quarter of 2017 (April through June): Part I explores a significant decision from the Supreme Court concerning defeating novel attempts by plaintiffs to obtain appellate review of denials of class certification. Part II addresses rulings from the Supreme Court and Ninth Circuit regarding the breadth of the American Pipe tolling doctrine for statutes of limitations in class actions. Part III analyzes recent decisions interpreting and applying the Supreme Court's Article III standing decision in Spokeo, Inc.
August 1, 2017
This July 2017 edition of Gibson Dunn's Federal Circuit Update discusses four recent Supreme Court decisions covering venue, exhaustion, biosimilars, and offensive trademarks, and two Federal Circuit cases regarding inter parties review now pending before the Supreme Court. This update also includes summaries of the two appeals pending before the en banc court, also regarding inter partes review procedures. Also included is an overview of the process for cross-appealing before the Federal Circuit, as well as summaries of a pair of key recent decisions relating to fee awards that reach opposite results.Federal Circuit NewsThe Supreme Court continues to be very active in its review of Federal Circuit decisions, issuing four opinions in the last two months.
July 31, 2017
Last month, we wrote to you about a "Blockbuster Week in U.S. Sanctions" during which the Senate overwhelmingly approved of a bill that would expand sanctions imposed against Iran and Russia.
July 28, 2017
As of August 1st, 2017, companies newly created in France will need to declare the identity of their beneficial owners. For existing companies, the same information will have to be provided prior to April 1st, 2018.
July 24, 2017
In this mid-year check-in on government contracts litigation, Gibson Dunn examines trends and summarizes key decisions of interest to government contractors from the first half of 2017. This publication covers the waterfront of the most important opinions issued by the U.S.
July 24, 2017
In our client alert "When is a Final Offer Not Final" on 9 November 2016 we described the way the UK's Takeover Panel operates its rules in a pragmatic way and on a principles basis. We described the battle for SVG Capital Plc and the conundrum that faced the Panel when HarbourVest Partners sought to acquire 100% of the assets of SVG at a higher "see through" price per share than its earlier share offer.The normal rule is that when a bidder has made a "final" offer it is not allowed subsequently to increase its offer later in the process. In the case of SVG the Panel did allow HarbourVest to make a higher offer for the assets demonstrating, what we then described, as a good example of how the Takeover Panel operates. That deal showed why
July 20, 2017
The first half of 2017 brought with it a nearly unprecedented rate of new filings (a pace few predicted), as well as several important developments in the securities laws.
July 20, 2017
France is great again?Many of you have read positive articles on the new government in France and its freshly elected President, Emmanuel Macron. Is it real?First, one needs to understand the context: a quasi-unknown individual a year ago, Mr.
July 20, 2017
At the middle of 2017, Gibson Dunn's Media, Entertainment and Technology practice group has taken stock of another particularly active period in deal-making, developments in both live and on-demand streaming, the rise of eSports, and a plethora of key cases and rulings that together provide a crucial snapshot of trends in these ever dynamic industries.
July 19, 2017