2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.
February 24, 2016
Private fund advisers that are either registered investment advisers ("RIAs") or exempt reporting advisers ("ERAs") under the U.S.
February 24, 2016
Private Equity in MENA is yet to reach full maturity. Nonetheless, we know from the PE transactions completed to date that there are certain key differences in the terms of such transactions as compared to most Western markets. These differences arise, principally, for three reasons:low tax or zero tax rates (with a few notable exceptions (such as Saudi Arabia) complex structures will not help reduce taxation); lack of market practice/precedent; and lower levels of legal certainty/enforceability (as a general rule courts in MENA will not grant specific performance or injunctions, and instead limit available remedies to damages awards).We discuss some of these differences and why they exist.This article does not discuss foreign ownership restrictions or structures to deal with t
February 23, 2016
This past year marked 50 years since the establishment of the federal Medicare and Medicaid programs, but U.S. enforcement agencies did more than commemorate the programs' anniversary in 2015. Both the U.S.
February 18, 2016
Our 2015 Year-End Transnational Litigation Update addresses key legal developments of interest to United States practitioners working domestically and across the globe. 2015 featured a continuation of the trends we saw emerging in 2014 and discussed in last year's Year-End Update, as well as important new developments. For ease of reference, we have included hyperlinks to each Part of the Review in this Executive Summary.
February 17, 2016
The US Commodity Futures Trading Commission (CFTC) Chairman Timothy Massad and the European Commissioner for Financial Stability, Financial Services and Capital Markets Union, Jonathan Hill, in a joint statement, formally announced the long-awaited harmonization of requirements for central clearing counterparties (CCPs) between the United States and the European Union. This agreement will resolve issues regarding whether the European Union will recognize US CCPs and whether the CFTC will find comparability for EU requirements for CCPs. Without this equivalency determination, US CCPs would not be able to clear over-the-counter (OTC) derivatives in Europe and EU firms would have likely stopped clearing at US CCPs to avoid significant capital penalties for using a "non-qua
February 17, 2016
On January 13, 2016, the U.S.
February 11, 2016
On February 4, 2016, the U.S. Treasury Department (the "Treasury Department") and the U.S.
February 9, 2016
In December 2015, the Commodity Futures Trading Commission (CFTC) adopted its final rule on margin requirements for CFTC-regulated swap dealers (SDs) and major swap participants (MSPs) with respect to swaps that are not cleared with a derivatives clearing organization or clearing agency (CFTC Final Rule). The CFTC's action follows on similar final action about two months earlier by the five so-called Prudential Regulators, the Federal Deposit Insurance Corporation, Board of Governors of the Federal Reserve System (Federal Reserve), Office of the Comptroller of the Currency, Farm Credit Administration and Federal Housing Finance Agency (PR Final Rule). These two final rules (together, the Final Margin Requirements) virtually complete the Dodd-Frank Act regulatory framew
February 9, 2016
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
February 8, 2016
On January 21, 2016, the U.S. Departments of State and Homeland Security implemented significant changes to the Visa Waiver Program ("VWP") that can severely impede the ability of executives and employees of foreign companies to visit the United States.
February 4, 2016
This Alert provides an update on shareholder activism activity involving domestically traded public companies with market capitalizations above $1 billion during the second half of 2015, together with a look back at shareholder activism throughout 2015.
February 2, 2016
THE UNITED STATESI. Major Program Developments A. Iran 1. Joint Comprehensive Plan of Action (JCPOA) a. Negotiation and Signing of JCPOA--July 14, 2015On July 14, 2015, the E3/EU+3 (China, France, Germany, the Russian Federation, the United Kingdom, and the United States) signed the Joint Com
February 2, 2016
For both courts and litigants alike, class actions continued to dominate the litigation landscape in 2015. By most accounts, companies are facing greater-than-ever monetary and reputational exposure from these lawsuits. A recent survey of several hundred corporations reported that 54% of all major companies are currently engaged in class litigation, that the number of "bet the company" matters--valued at tens of billions of dollars or more in exposure--more than tripled in the last four years, and that companies dedicated 10% of their entire litigation spend on defending class actions. It is likely not a coincidence that during this same four-year period between 2011 and 2015, the U.S.
February 1, 2016
2015 has been a year of unprecedented white collar enforcement, both in absolute terms, and in terms of the variety and broad base of enforcement actions taken.
February 1, 2016
We wish everyone an auspicious Data Privacy Day. Observed annually on January 28, Data Privacy Day constitutes an international effort to raise awareness and promote privacy and data protection best practices.
January 28, 2016
Gibson Dunn is pleased to announce its inaugural edition of the Federal Circuit Update, a bimonthly electronic newsletter designed to provide our clients and friends with a concise summary of recent activity at the U.S.
January 27, 2016
On January 22, 2016, Chancellor Andre Bouchard of the Delaware Court of Chancery issued an important decision in In re Trulia, Inc.
January 26, 2016
The year was yet another eventful one in securities litigation, from the Supreme Court's game-changing opinion in Omnicare regarding liability for opinion statements, to several significant opinions out of the Delaware courts regarding, among other things, financial advisor liability and the apparent end to disclosure-only settlements.
January 25, 2016
This is the latest update of significant developments relating to qui tam, securities, and other lawsuits and investigations involving schools, especially private-sector schools. Below, we take an in-depth look at Education Management Corporation's ("EDMC") historic settlement with the Department of Justice and 39 states (and the District of Columbia), as well as the Supreme Court's decision to grant certiorari to decide whether the implied certification theory of liability under the False Claims Act ("FCA")--which so often has been leveled against schools--is viable. We also examine developments in cases and agency actions involving schools, including notable successes for Aveda Inc.
January 25, 2016