On 6 April 2017, the Legislative Reform (Private Fund Limited partnerships) Order 2017 ("LRO") came into force. The LRO amends the Limited Partnerships Act 1907 ("LPA") and introduces a new form of limited partnership, the 'private fund limited partnership' ("PFLP") for use as a fund vehicle.
May 8, 2017
The growth of transatlantic private M&A (including private equity) has led to increasing examples of "two nations divided by a common language". Although many of the core principles of deal making are the same, there are market and cultural differences in the UK and US that participants should understand. We have seen many hours spent working through these differences and, whilst some are meaningful, others are in reality more "form over substance".Pricing mechanisms and adjustments. Post-closing price adjustments, such as for working capital, EBITDA or net assets, are familiar to the UK market but more commonly used in the US. In the UK many deals are instead done using a "Locked Box" structure (described in 2 below) where the econ
May 3, 2017
The Indian MarketThe Indian market continues to attract foreign investment as the Government of India ('Government') accelerates the implementation of second generation market reforms.
May 1, 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, there were several noteworthy developments in False Claims Act ("FCA") cases involving schools and further uncertainty over what the Trump administration will mean for private-sector schools. These developments, and others, are discussed below. A. Another Win for Kaplan (and the Sector) Plus a Positive Trend in FCA LawOn March 22, 2017, the U.S.
May 1, 2017
One of the remaining significant issues facing the Board of Governors of the Federal Reserve System (Board) is its Notice of Proposed Rulemaking (Proposed Rule) relating to the physical commodities activities of U.S.
April 28, 2017
The UK prime minister Theresa May has called a surprise general election for 8 June 2017. Earlier this week she won a House of Commons vote by 522 to 13 to override the standard five year fixed term between general elections.Theresa May is hoping the early election will convert her current working majority of 17 MPs in the House of Commons into a much bigger majority (with some predictions of a "landslide" victory). The prime minister says this will strengthen her hand in Brexit negotiations and provide the "strong and stable leadership" the country needs.Brexit negotiations will begin in earnest after the elections in France (the first round takes place on 23 April 2017, with the top two candidates facing each other in a second run-off on 7
April 21, 2017
On April 14, 2017, a unanimous panel of the D.C. Circuit Court of Appeals vacated the Federal Energy Regulatory Commission's ("FERC") current approach to setting rate of returns on equity ("ROE").
April 20, 2017
There were several significant developments in the transnational litigation sphere in 2016. On August 8, 2016, a unanimous panel of the Second Circuit affirmed the judgment against New York lawyer Steven Donziger and two of his Ecuadorian clients, which granted Chevron equitable relief under the federal Racketeer Influenced and Corrupt Organizations Act ("RICO") and New York common law respecting a fraudulently procured $9.5 billion Ecuadorian judgment. The Second Circuit's much-anticipated opinion represents a resounding victory for Chevron and other companies facing fraudulent litigation abroad. Throughout 2016, courts in the United States continued to address key issues relating to their jurisdiction over transnational disputes and the extraterrito
April 18, 2017
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard of review is a significant part of Delaware M&A practice. The chart below identifies fact patterns common to Delaware M&A and provides a preliminary assessment of the likely standard of review applicable to transactions fitting such fact patterns. However, because the Delaware courts evaluate each transaction in light of the transaction's particular set of facts and circumstances, and due to the ev
April 12, 2017
In a series of decisions that began with Corwin v. KKR Financial Holdings LLC, it is now clear under Delaware law that boards of directors will receive the protection of the business judgment rule "when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders." On March 31, 2017, in In re Saba Software, Inc.
April 12, 2017
On March 27, 2017, the Supreme Court of the United States granted a petition for a writ of certiorari filed by Gibson Dunn on behalf of its client Leidos, Inc.
April 3, 2017
On March 22, 2017, the Supreme Court issued its decision in Star Athletica v. Varsity Brands, holding that design features incorporated into clothing and other useful articles are copyright eligible under Section 101 of the Copyright Act, 17 U.S.C.
March 31, 2017
As Judge Neil Gorsuch proceeds through the Senate confirmation process, we are continuing to review his jurisprudence while assessing how he might affect the Supreme Court should the Senate approve his nomination.
March 30, 2017
As Judge Neil Gorsuch proceeds through the Senate confirmation process, we are continuing to review his jurisprudence while assessing how he might affect the Supreme Court should the Senate approve his nomination. If confirmed, Judge Gorsuch is likely to play a pivotal role in the development of antitrust law, the focus of this alert, including in the near future, as a host of antitrust issues are ripe for the Court's review.During the course of his professional career, Judge Gorsuch has amassed substantial antitrust experience, both as a practitioner and a judge. As a practicing attorney, his experience included both defense- and plaintiff-side antitrust work. In one notable instance, he took an antitrust case to trial and obtained a $1.05 billion treble-damage awar
March 30, 2017
The UK government has today triggered Article 50 – the official legal notification to the EU that the UK is going to leave the bloc. This means that, unless otherwise agreed with the EU member states, the UK will be out of the EU by end March 2019.
March 29, 2017
On March 7, 2017, the Delaware Chancery Court granted a motion to dismiss in In re Columbia Pipeline Group, Inc. Shareholder Litigation, which capped a line of cases starting with Corwin v. KKR Financial Holdings LLC and continued with In re Volcano Corporation Shareholder Litigation that clarified that the business judgment rule applies to tender offers and to mergers that are approved by a "fully informed, uncoerced vote" of disinterested stockholders in which the merger counterparty is a non-controlling stockholder or a non-conflicted controlling stockholder.
March 29, 2017
This March 2017 edition of Gibson Dunn's Federal Circuit Update discusses summary affirmance at the Federal Circuit, two recent Supreme Court decisions on laches and exhaustion, and the Federal Circuit cases now pending before the Supreme Court. This update also provides an overview of the process for petitioning for mandamus before the Federal Circuit. Also included are summaries of the two pending en banc cases involving motions to amend claims during inter partes review and judicial review of timeliness determinations in inter partes review, as well as a two key recent decisions relating to admissibility of settlement agreements in support of a reasonable royalty and eligibility of a patent for covered business method review.Federal Circuit NewsSummary Affirmance Before the
March 28, 2017
On March 22, 2017, the Supreme Court issued its opinion in Czyzewski v. Jevic Holding Corp., No. 15-649, __ S. Ct. __, 2017 WL 1066259 (Mar. 22, 2017).In a 6-2 decision, the Court held that a bankruptcy court may not order distributions that violate the priority scheme outlined in the Bankruptcy Code (11 U.S.C.
March 27, 2017
As the Supreme Court continues its 2016 Term, Gibson Dunn's Supreme Court Round-Up is summarizing the issues presented in the cases on the Court's docket and the opinions in the cases the Court has already decided.
March 23, 2017
On February 22, 2017, the Supreme Court issued its decision in Promega v. Life Technologies, holding that the supply from the United States of a single component of a patented invention to be assembled overseas does not constitute patent infringement under 35 U.S.C.
March 22, 2017