Tull Florey

Partner, Houston

+1 346.718.6767

Tull Florey is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s Mergers & Acquisitions, Capital Markets, Oil & Gas, Private Equity and Securities Regulation and Corporate Governance practice groups. He has an extensive corporate and securities law practice, emphasizing transactional and governance matters. His practice focuses on all types of mergers and acquisitions, including public company mergers, joint ventures, tender offers and material dispositions. He has particular experience with clients engaged in oilfield service, oil and gas exploration and production, oilfield equipment manufacturing and midstream activities. He also assists clients on an ongoing basis with general corporate concerns, including Exchange Act reporting and corporate governance matters.

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SEC Corp Fin Staff Updates Guidance on Lock-Ups, Written Consents and Financing Matters in Tender Offers and Business Combination Transactions

March 7, 2025 | Posted by James J. Moloney; Tull Florey; Mellissa Campbell Duru Topic(s): Corporate Governance; M&A; Miscellaneous; Securities Regulation

On March 6, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published several updates to its Compliance and Disclosure Interpretations (“C&DIs”) relating to merger transactions and tender offers. Key updates are set forth below.

SEC Expands Prior Guidance on Non-GAAP Financial Forecasts in the M&A Context

April 11, 2018 | Posted by James J. Moloney; Tull Florey Topic(s): Securities Regulation

As discussed in our October 17, 2017 post, the SEC’s Division of Corporation Finance (the “Staff”) addressed an open question as to whether the disclosure of forecasted financial measures used in connection with a business combination transaction is subject to Item 10(e) of Regulation S-K and Regulation G.