Client Alert - Gibson Dunn

Client Alert

IRS Releases Temporary and Proposed Regulations Extending REIT Built-in Gain Recognition Period for Property Acquired from a C Corporation and Tightening the Rules for REIT Spinoffs

On June 7, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department issued temporary and proposed regulations (the "New 337 Regulations") under section 337 that (i) extend the period during which a real estate investment trust (a "REIT") is subject to U.S.

June 14, 2016

Indian Parliament Passes The Insolvency and Bankruptcy Code, 2016

The Insolvency and Bankruptcy Code, 2016 (the 'Code') has been notified in the [Indian] official gazette on May 28, 2016. The Code completely overhauls laws governing insolvency in India and is a major initiative of the government towards improving the ease of doing business in the country.

June 8, 2016

Middle East Financial Services Hub – A Snapshot of the DIFC Landscape

The Dubai International Financial Centre ("DIFC") was established over a decade ago as a financial services hub for the Middle East region. It has attracted over 400 global and regional financial services firms and has established Dubai as the leading regional financial centre.

June 6, 2016

Indonesia Update: New Negative Investment List

What is the Negative Investment List? The "Negative Investment List" or "DNI" is a regulation issued under Indonesian law which sets out a list of industry sectors in Indonesia for which foreign investment is either prohibited, permitted or conditionally permitted.

June 6, 2016

Delaware Court of Chancery Awards 28% Price Increase to Stockholders Who Dissented from 2013 Management-Led Buyout of Dell Inc.

On May 31, 2016, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued his much-anticipated merits opinion in In re: Appraisal of Dell Inc., C.A.

June 3, 2016

Equal Employment Opportunity Commission Issues Final Wellness Plan Regulations

On May 16, 2016, the Equal Employment Opportunity Commission (EEOC) released final regulations applying the requirements of the Americans with Disabilities Act (ADA) and the Genetic Information Nondiscrimination Act (GINA) to employer "wellness" programs.  The regulations, which largely mirror proposed regulations issued in 2015, are effective for plan years beginning on or after January 1, 2017.  With open enrollment for 2017 only a few months away, employers need to ensure that their wellness programs comply with the new rules and that their employee communications are consistent with these rules.Background and ApplicationA wellness program generally includes any health promotion and disease prevention program offered to employees either as part of a group health

May 31, 2016

Middle East Private Equity – Franchise Business Targets: Out With The New; In With The Old

As any investment professional located in the Middle East North Africa (MENA) region will tell you, franchise businesses have proved a very popular asset class for investors in the last few years.

May 31, 2016

M&A Report – Reverse Morris Trusts Revisited

Over the last twelve months, over fifty US publicly traded companies with a market capitalization of over $1 billion have announced plans to spin-off lines of business into independent companies.  During that period, companies such as Starwood Hotels, ConAgra Foods, and Citrix Systems have announced spin-offs of one or more businesses.

May 31, 2016

Eleventh Circuit Limits SEC Power to Seek Disgorgement and Declaratory Relief

On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued a significant decision, in SEC v. Graham, No. 14-13562 (11th Cir.

May 27, 2016

Federal Circuit Update (May 2016)

Included in this May 2016 edition of Gibson Dunn's Federal Circuit Update is a brief summary of last month's Federal Circuit Judicial Conference, a summary of the pending en banc case (Medicines Co.), and a practice update regarding a clerical change to one of the Federal Circuit's rules of practice.  Also included are summaries of a number of key recent decisions related to venue and forum shopping in patent cases and a trio of decisions on patent eligibility under section 101, including the Federal Circuit's second post-Alice decision reversing a district court's determination that claims were not subject matter eligible.Federal Circuit News The Federal Circuit held its annual Judicial Conference on April 11, 2016.  Over 700 attorneys, judges, and federal officials

May 26, 2016

Supreme Court Round-Up: A Summary of the Court’s Opinions, Cases to Be Argued Next Term, and Other Developments (May 2016)

As the Supreme Court continues its 2015 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. 

May 26, 2016

Third Circuit Strikes Down FCC Rule Prohibiting Joint Sales Agreements and Stresses FCC’s Legal Duty to Review All Broadcast Ownership Rules Every Four Years

On May 25, 2016, the Third Circuit issued a decision in Prometheus Radio Project et al. v. FCC (Nos. 15-3863, 15-3864, 15-3865, 15-3866), that will have significant implications for the agency's future broadcast ownership reviews, the ownership rules themselves, and "the future of the nation's broadcast industry." Gibson Dunn lawyers Helgi Walker, Ashley Boizelle, and Lindsay See successfully represented the National Association of Broadcasters ("NAB"), and served as lead counsel for the broadcast industry group, in the appeal.

May 26, 2016

The Directorate of Defense Trade Controls Changes Policy on Exports of Munitions to Vietnam Based on President Obama’s Announcement of Full Lifting of the Vietnam Arms Embargo

On May 23, 2016, President Obama announced a full lifting of the ban on weapons sales to Vietnam during his official visit to the country. Following the President's announcement, the United States Department of State, Directorate of Defense Trade Controls ("DDTC") stated that, effective immediately, and pursuant to a decision made by the Secretary of State, the Department of State's policy prohibiting the sale or transfer of lethal weapons to Vietnam has been terminated.

May 26, 2016

Board Evaluations – Getting the Most from the Evaluation Process

More than ten years have passed since the New York Stock Exchange (NYSE) began requiring annual evaluations for boards of directors and "key" committees (audit, compensation, nominating/governance), and many Nasdaq companies also conduct these evaluations annually as a matter of good governance.

May 25, 2016

2016 Antitrust Merger Enforcement Update and Outlook

Since our last update in March 2015, we have witnessed increasing volumes of M&A activity and a corresponding level of global competition law enforcement.

May 24, 2016

U.S. Supreme Court Narrowly Construes Exclusive Federal Jurisdiction in Section 27 of the Exchange Act, with Helpful Reminders and Potential Silver Linings for Defendants

On May 16, 2016, the U.S. Supreme Court issued an important opinion concerning  Section 27 of the Securities Exchange Act of 1934, which creates exclusive federal jurisdiction over "all suits . . .

May 23, 2016

United States Eases Myanmar (Burma) Sanctions in the Wake of Historic Democratic Reform

On May 17, 2016, the Obama Administration announced a continuation of its easing of sanctions on Myanmar. Since the first round of relief was issued in 2013, the United States has consistently held that more relief was possible if Myanmar continued on its path towards democratization.

May 20, 2016

SEC Updates Guidance on Non-GAAP Financial Measures

On May 17, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") issued new Compliance and Disclosure Interpretations (C&DIs) regarding the use of non-GAAP financial measures and revised existing C&DIs on the same topic.

May 19, 2016

India – Legal and Regulatory Update

Gibson Dunn provides a brief overview of the key legal and regulatory developments in India from October 1, 2015 to April 30, 2016.

May 18, 2016

Department of Labor Releases Revised Overtime Pay Regulations

On May 18, 2016, the U.S.

May 18, 2016