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Ari Lanin

Ari Lanin

Partner, Century City

[email protected]

+1 310.552.8581

Ari Lanin is a partner in Gibson Dunn’s Century City office and Co-Chair of the firm’s Private Equity practice group.  He advises companies and private equity firms across a wide range of industries, focusing on public and private merger transactions, stock and asset sales, joint ventures and strategic partnerships, and public and private capital-raising transactions.  Mr. Lanin also advises public companies with respect to securities regulation and corporate governance matters, including periodic reporting and disclosure matters, Section 16, Rule 144, insider trading and the implementation of Rule 10b5-1(c) plans.

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Proposed Amendments to DGCL Section 251 Increasing Attractiveness of Tender Offer Structure

April 7, 2013 | Posted by James J. Moloney; Andrew L. Fabens; Ari Lanin; Robert B. Little; Brian J. Lane Topic(s): Corporate Governance; Securities Regulation

The Delaware State bar recently proposed an amendment to Section 251 of the Delaware General Corporation Law (DGCL) to add new subparagraph (h) that would greatly enhance the appeal of the tender offer over a one-step merger structure. 

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Court Holds that Nonconvertible Securities with Different Voting Rights Not Matchable under Section 16(b)

January 22, 2013 | Posted by Brian J. Lane; Ari Lanin; Ronald O. Mueller; James J. Moloney Topic(s): Executive Compensation; Securities Regulation

Last week, in Gibbons v. Malone, the Second Circuit affirmed the lower court’s dismissal of a shareholder suit brought under Section 16(b) of the Securities and Exchange Act of 1934 against a former director of Discovery Communications, Inc. Also known as the short swing profit rule, Section 16(b) provides for the disgorgement of any profits earned from the purchase and sale, or sale and purchase, by a corporate insider, of any equity security within a six-month period. In Gibbons, the corporate insider sold Series C common stock, which had no voting rights, and purchased Series A common stock which had voting rights, within a six-month period. The three-judge panel held that absent SEC guidance, the purchase and sale of different types of stock in the same company, where those securities are separately traded, nonconvertible, and come with different voting rights cannot be matched, and therefore do not trigger the short swing profit rule.

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Chamber of Commerce calls for “Transformational Reform” of the SEC

December 22, 2011 | Posted by Ari Lanin; James J. Moloney Topic(s): Securities Regulation

​On December 20, 2011, the US Chamber of Commerce published a report entitled “U.S. Securities and Exchange Commission:  A Roadmap for Transformational Reform.”  The 135-page report, authored by former SEC Secretary Jonathan Katz, was commissioned and released in response to what the Chamber referred to as a need for a “comprehensive transformation of the SEC,” and addresses the SEC’s leadership, management, organization, and enforcement and rulemaking processes, among other matters.   This is not the first time the Chamber has proposed reforms of the Commission.  In 2009, the Chamber released its first such report, entitled “Examining the Efficiency and Effectiveness of the U.S. Securities and Exchange Commission.”  The Chamber now describes that report as calling only for “incremental change”, and notes in its 2011 report that “incremental change will no longer do.” The Chamber’s 2011 report can be accessed at http://www.uschamber.com/sites/default/files/reports/16967_SECReport_FullReport_final.pdf.

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Welcome to the Monitor

October 1, 2009 | Posted by Brian J. Lane; Ari Lanin; Elizabeth A. Ising; James J. Moloney Topic(s): Miscellaneous

We are pleased to welcome you to our new Securities Regulation and Corporation Governance Monitor, a forum for us to share with our clients and friends our current thoughts on developments in trends in securities regulation, corporate governance and executive compensation.

Many of you have loyally followed our client alerts on these topics for years, and now the Monitor will serve as a place where you can search, find and read our ever-growing collection of client alerts and other commentary on these important topics. We expect our Monitor will evolve in form and function over time, and we certainly welcome your feedback and ideas for improving this site.

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Editors

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Aaron K. Briggs

Michael Collins

Boris Dolgonos

Mellissa Campbell Duru

Andrew L. Fabens

Sean Feller

Tull Florey

Gina Hancock

Krista P. Hanvey

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Hillary H. Holmes

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Thomas J. Kim

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Brian J. Lane

Ari Lanin

Julia Lapitskaya

Robert B. Little

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Stewart McDowell

Gregory Merz

James J. Moloney

Ronald O. Mueller

Michael K. Murphy

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Justine Robinson

Michael Scanlon

Eric Scarazzo

Elvia Soto

Gerry Spedale

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Michael A. Titera

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Lori Zyskowski

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