Sea Change, Shifting Priorities, Back to Basics~~I.  A New Day in SEC Enforcement:  Sea Change in Crypto Enforcement, Shifting Priorities, Dismissals and Back to Basics Enforcement~~As predicted in our Securities Enforcement 2024 Year-End Update, the first half of 2025 ushered in a newly constituted Securities and Exchange Commission and a new Chairman with new priorities that resulted in sweeping changes at the agency and its enforcement agenda.  After a flurry of enforcement activity in early January before the inauguration of President Trump and resignation of then-SEC Chairman Gary Gensler, acting Chairman Mark Uyeda led a three-member, Republican-controlled Commission from mid-January until Chairman Paul Atkins was sworn in on April 21, 2025.  Chairman Atkins came in with a wealth of experience at the Commission, having served as a Commissioner of the SEC from 2002 to 2008 as well as serving on the staff of two former chairmen.  Interestingly, in returning to the Commission, Chairman Atkins is now working with his own former counsel, Commissioners Mark Uyeda and Hester Pierce, who both served on his staff while he was a commissioner in the early 2000s and largely share the Chairman’s view on regulation.  It is rare, at least in recent memory, to see such close alignment on the commission.~~A.  A Sea Change in Crypto Enforcement~~Before Chairman Atkins took the helm, Commissioner Mark Uyeda was appointed the Acting Chairman and immediately implemented changes at the Commission, notably with regard to the regulation of crypto assets.  Days after the change in administration, on January 21, 2025, Acting Chairman Uyeda announced the formation of the Crypto Task Force, which is dedicated to helping develop a comprehensive and clear regulatory framework for crypto assets, and named fellow Republican Commissioner Hester Pierce, also known as “Crypto Mom,” to lead the task force.  The announcement of the task force specifically called out the prior Commission that had “relied primarily on enforcement actions to regulate crypto retroactively and reactively, often adopting novel and untested legal interpretations along the way.”~~A month later, on February 20, 2025, to complement the work of the Crypto Task Force, the SEC announced the creation of the Cyber and Emerging Technologies Unit (CETU) to replace the Crypto Assets and Cyber Unit, which had been given additional resources and brought a host of enforcement action in the prior administration.  The newly announced CETU trimmed the number of attorneys dedicated to crypto enforcement and was established “to deploy enforcement resources judiciously.”~~In the weeks following the creation of the Crypto Task Force and the CETU, several enforcement actions that had been filed in the previous administration were dismissed, citing the Commission’s exercise of its “discretion” and “its judgment that the dismissal will facilitate the Commission’s ongoing efforts to reform and renew its regulatory approach to the crypto industry, not on any assessment of the merits of the claims alleged in the action.”[1]  And several crypto and digital asset platforms and exchanges announced that they had heard from the SEC that it had closed ongoing investigations without taking action, including some who had received Wells notices during the prior administration.[2]~~B.  A New Day at the SEC~~On May 6, 2025, Chairman Atkins made opening remarks addressing the staff in his first “town hall” meeting announcing a return to the SEC’s core mission and emphasizing that “Investor protection is the cornerstone of our mission – to hold accountable those who lie, cheat and steal.”  In alluding to the Commission’s enforcement program, Chairman Atkins highlighted the values of “[p]redictability, due process, rule of law, integrity” and “project[ing] a sense that one can get a fair shake without vindictiveness or ulterior motives.”  In his remarks, Chairman Atkins acknowledged that the agency’s headcount was down 15% from the beginning of FY2025, with approximately 4,200 employees and 1,700 contractors down from approximately 5,000 employees plus 2,000 contractors at its height in spring of 2024.  He also announced a dedication to the regional offices, from which the majority of enforcement and examination staff work:  “Let me say unequivocally that I firmly believe in our regional office concept.  We cannot and should not have everyone in Washington and New York.”~~C.  Shifting Priorities~~In line with our predictions at the end of 2024, the SEC has shifted its enforcement priorities.  While several agency director appointments have been made, the Division of Enforcement remains under acting leadership who remarked in May that notwithstanding structural and process changes, the Division’s work continues.  Stated priorities include insider trading, accounting and disclosure fraud, offering fraud, market manipulation and breaches of fiduciary duty.~~1. Specialized Units~~In addition to reorganizing and renaming the Crypto Assets and Cyber Unit as set forth above, other structural changes were made in the Division including with respect to units, which now have a new deputy director for all units.  Along with these changes, the FCPA Unit is no longer listed as a specialized unit after the retirement of unit leadership earlier this year.  Although the pause has since been lifted, given President Trump’s February 10, 2025 Executive Order temporarily suspending enforcement of the FCPA and directing the Attorney General to reevaluate existing investigations and enforcement, there were no new FCPA enforcement actions filed by DOJ or SEC in the first half of 2025.  A closely watched, ongoing FCPA case against the President and Chief Legal Officer of a public information technology company for alleged bribery to an Indian government official, which was originally charged in 2019, was set for trial on the criminal charges in the early days of the Trump administration.  In early April 2025, the DOJ moved to dismiss its case against the executives, citing the February 10, 2025 Executive Order, and the next day the court granted the order and dismissed the case with prejudice.[3]  On July 15, 2025, the SEC announced filing a joint stipulation to similarly dismiss its case against the defendants with prejudice.~~2. Dismissals of Controls and Registration Cases~~In line with Chairman Atkins’ stated priority of holding accountable those who lie, cheat and steal, the Commission dismissed certain cases that involved alleged controls and registration violations, without alleging fraudulent conduct.~~On April 4, 2025, the Commission announced that it filed a joint stipulation to dismiss its case, with prejudice, against a registered investment adviser for failing to establish, implement and enforce written policies and procedures reasonably designed to prevent the misuse of material nonpublic information.  The case, which was charged on December 20, 2024, alleged violations of Section 204A and 206(4) of the Investment Advisers Act of 1940.[4]~~On June 18, 2025, the Commission announced that it was moving to dismiss, with prejudice, three separate cases involving three groups of defendants that were charged with violations of Section 15(a) of the Securities and Exchange Act of 1934—failing to register as a dealer.  In all three stipulations, the Commission stated its belief that dismissal was appropriate “in the exercise of its discretion and as a policy matter” and that the decision to dismiss “does not necessarily reflect the Commission’s position on any other case.”[5]~~3. Cyberbreach Disclosure Cases~~After several disclosure and controls cases were brought by the Commission under Chairman Gary Gensler against public companies who were victims of a cyberbreach, and last year’s dismissal by a federal district court of much of the SEC’s SolarWinds complaint,[6] there were no new cyberbreach disclosure cases filed by the Commission in the first half of 2025.  In fact, on July 2, 2025, the SEC and the defendants in SolarWinds sent a letter to the court setting forth that they had reached a settlement in principle that would completely resolve the litigation.[7]  This may evidence the new Commission’s position on cyberbreach disclosure enforcement and its potential return to its earlier mantra:  “We do not second-guess good faith exercises of judgment about cyber-incident disclosure.”[8]~~D.  Back-to-Basics Enforcement~~Since the inauguration, the Commission has brought cases that reflect a return to “back to basics” enforcement that include charges of fraud and allegations of “lying, cheating and stealing.”  It brought several actions involving large-scale offering frauds, including in the crypto space, a handful of cases involving public company reporting and disclosure, as well as cases against investment advisers and broker dealers involving fraud.  The SEC also brought cases in traditional areas like municipal bond fraud, insider trading, and market manipulation.~~II.  Large Scale Fraud~~As anticipated, SEC enforcement focused heavily on offering fraud, with the following notable actions involving significantly high monetary amounts, and/or impacting numerous investors.~~III.  Cryptocurrency and Other Digital Assets~~With the formation of the Crypto Task Force led by Commissioner Hester Peirce, cryptocurrency-related enforcement actions overall subsided and focused more on fraudulent schemes involving crypto.  Here are two notable actions filed:~~IV.  Public Company Accounting, Financial Reporting, and Disclosure~~The SEC slowed accounting-, reporting-, and disclosure-related enforcement against public companies following the presidential inauguration, and the resulting penalty amounts were significantly lower than in past years.  The most notable actions that the Commission brought in this space tended to focus on disclosures in the pharmaceutical industry or accountant conduct that resulted in bars to practice before the Commission pursuant to Rule 102(e) of the Commission’s Rules of Practice (Rule 102(e)).~~V.  Investment Advisers~~Investment advisers remain one of the most heavily regulated market participants.  Many of the related actions either involved alleged fraud, and or were brought against individual representatives and officers of investment adviser firms, emphasizing the SEC’s focus on fraud and individual accountability.  Notably, there were no enforcement actions in the first half of 2025 for violations of the recordkeeping provisions due to failure to maintain and preserve electronic communications, representing a noticeable shift in enforcement priorities.~~VI.  Broker-Dealers~~VII.  Market Manipulation~~VIII.  Municipal Bond Fraud~~IX.  Insider Trading~~Despite speculation that enforcement would increase with respect to insider trading or mishandling of material nonpublic information (MNPI), the Commission’s enforcement in this space was relatively slower than typical in the first half of 2025.  Interestingly, in two criminal insider trading cases brought by the U.S. Attorney’s Office in the Southern District of New York, the SEC was acknowledged and thanked in the press releases issued by SDNY but no parallel SEC cases were filed.[35]~~X.  Whistleblowers Awards~~In April, the SEC announced an award of about $6 million to joint whistleblowers who provided information that led to a covered enforcement action.[40]  According to the SEC order, the joint whistleblowers provided original information that caused the Commission’s Division of Examinations to open an exam which ultimately provided the Enforcement Staff with a “roadmap” to the investigation underlying the enforcement action.~~XI.  Senior Staffing Updates~~As we covered during the 2024 Year-End Update, there were myriad senior staffing changes at the Commission in sync with the change in presidential administration, including most notably the nomination of Paul Atkins as the new Chairman—who was sworn-in in April as the 34th Chairman of the SEC,[41] the selection of Mark Uyeda as Acting Chairman for the interim period of Atkins’ confirmation, and the selection of Samuel Waldon as the Acting Director of the Enforcement Division.  Staffing changes and updates continued after the inauguration, reflecting an emphasis on the recruitment of practiced experts with private sector, legislative, and regulatory experience.~~[1] SEC Press Release, SEC Announces Dismissal of Civil Enforcement Action Against Coinbase (Feb. 27, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-47; SEC Litigation Release, SEC Announces Dismissal of Civil Enforcement Action Against Cumberland (Mar. 27, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26276; SEC Litigation Release, SEC Announces Dismissal of Civil Enforcement Action Against Consensys Software Inc. (Mar. 27, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26277; SEC Litigation Release, SEC Announces Dismissal of Civil Enforcement Action Against Kraken (Mar. 27, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26278.~~[2] E.g., Robinhood, SEC Closes Investigation Into Robinhood Crypto with No Action (Feb. 24, 2025), available at https://newsroom.aboutrobinhood.com/sec-closes-investigation-into-robinhood-crypto-with-no-action/.~~[3] See Gibson Dunn’s FCPA Update: 2024 & Q1 2025 Developments.~~[4] Osman Nawaz, et al., Predicting What’s Next For SEC By Looking At Past Dissents, Law 360 (Jan. 6, 2025), available at https://www.gibsondunn.com/wp-content/uploads/2025/01/Nawaz-Zimmerman-Ulmer-Predicting-Whats-Next-For-SEC-By-Looking-At-Past-Dissents-Law360-1-6-25.pdf.~~[5] E.g., SEC v. John M. Fife, et al., Stipulation to Dismiss and Release (June 18, 2025), available at https://www.sec.gov/files/litigation/litreleases/2025/stip26330-fife.pdf.~~[6] See Gibson Dunn Client Alert: Dismissal of Much of SEC’s SolarWinds Complaint Has Potentially Broad Implications for SEC Cybersecurity Enforcement.~~[7] Jessica Corso, SEC Strikes Deal With SolarWinds In Data Breach Case, Law 360 (July 2, 2025), available at https://www.law360.com/articles/2360384/sec-strikes-deal-with-solarwinds-in-data-breach-case.~~[8] SEC Press Release, Altaba, Formerly Known as Yahoo!, Charged With Failing to Disclose Massive Cybersecurity Breach; Agrees To Pay $35 Million (Apr. 24, 2018), available at https://www.sec.gov/newsroom/press-releases/2018-71.~~[9] SEC Litigation Release, SEC Charges New York-Based Commercial Real Estate Firm and its Owner with Using an Internet Funding Platform to Steal Over $52 Million from Investors Nationwide (Feb. 21, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26254.~~[10] SEC Litigation Release, SEC Charges Washington, D.C. Real Estate Developer And Twenty-Seven Companies With Negligently Misleading Investors (Mar. 10, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26263.~~[11] SEC Litigation Release, SEC Charges Founder and Former CEO of Artificial Intelligence Startup with Misleading Investors (Apr. 11, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26282.~~[12] DOJ Press Release, Tech CEO Charged In Artificial Intelligence Investment Fraud Scheme (Apr. 9, 2025), available at https://www.justice.gov/usao-sdny/pr/tech-ceo-charged-artificial-intelligence-investment-fraud-scheme.~~[13] SEC Litigation Release, SEC Charges Former CFO of Real Estate Development Company with Participating in a $93 Million Fraud Scheme (Apr. 28, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26293.~~[14] SEC Press Release, SEC Charges Three Texans with Defrauding Investors in $91 Million Ponzi Scheme (Apr. 29, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-71.~~[15] SEC Press Release, SEC Charges Former Real Estate Investment CEO With Operating Multimillion Dollar Ponzi-Like Scheme (May 22, 2025), available at  https://www.sec.gov/newsroom/press-releases/2025-76-sec-charges-former-real-estate-investment-ceo-operating-multimillion-dollar-ponzi-scheme.~~[16] SEC Press Release, SEC Charges PGI Global Founder with $198 Million Crypto Asset and Foreign Exchange Fraud Scheme (Apr. 22, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-69.~~[17] SEC Press Release, Unicoin, Top Executives Charged in Offering Fraud That Raised More than $100 Million from Thousands of Investors (May 20, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-75.~~[18] SEC Administrative Proceedings Order, In the Matter of Karen J. Smith, CPA (Feb. 4, 2025), available at https://www.sec.gov/files/litigation/admin/2025/33-11364.pdf.~~[19] SEC Administrative Proceedings Order, In the Matter of Allarity Therapeutics, Inc. (Mar. 12, 2025), available at https://www.sec.gov/files/litigation/admin/2025/33-11367.pdf.~~[20] SEC Litigation Release, SEC Charges Former Public Company CFO with Lying to Auditors and Falsifying Records (Mar. 17, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26271.~~[21] SEC Administrative Proceedings Order, In the Matter of Emergent BioSolutions, Inc. (Apr. 7, 2025), available at https://www.sec.gov/files/litigation/admin/2025/33-11371.pdf.~~[22] SEC Administrative Proceedings Order, In the Matter of Edward O’Donnell, CPA (June 9, 2025), available at https://www.sec.gov/files/litigation/admin/2025/34-103214.pdf.~~[23] SEC Press Release, SEC Charges One Oak Capital Management and Michael DeRosa with Breaching Fiduciary Duties to Clients (Feb. 14, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-39.~~[24] SEC Press Release, SEC Charges Investment Adviser and Two Officers for Misuse of Fund and Portfolio Company Assets (Mar. 7, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-53.~~[25] SEC Press Release, SEC Charges New Jersey Investment Adviser and His Firm with Fraud and Other Violations (Mar. 17, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-55.~~[26] SEC Administrative Proceedings Order, In re Advance Capital Management (Apr. 7, 2025), available at https://www.sec.gov/files/litigation/admin/2025/ic-35522.pdf.~~[27] SEC Administrative Proceedings Order, In re TransAmerica Retirement Advisors, LLC (Apr. 5, 2025), available at https://www.sec.gov/files/litigation/admin/2025/ia-6876.pdf.~~[28] SEC Litigation Release, SEC Charges Investment Advisers and Their Principal with Defrauding Clients and Misappropriating Over $17 Million (May 29, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26317.~~[29] SEC Administrative Proceedings Summary, SEC Charges Minnesota Investment Adviser and Principal in Cherry-Picking Scheme (June 3, 2025), available at https://www.sec.gov/enforcement-litigation/administrative-proceedings/34-103173-s.~~[30] SEC Litigation Release, SEC Charges New Mexico Investment Adviser Firm and Owner With False And Misleading Statements And Failing To Disclose Conflicts Of Interest (June 4, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26319.~~[31] SEC Administrative Proceedings Order, In re Centaurus Financial, Inc., et al. (Feb. 7, 2025), available at https://www.sec.gov/files/litigation/admin/2025/34-102379.pdf.~~[32] SEC Administrative Proceedings Order, In re Velox Clearing LLC (Apr. 4, 2025), available at https://www.sec.gov/files/litigation/admin/2025/34-102769.pdf.~~[33] SEC Litigation Release, SEC Obtains Final Judgment Against Canadian Resident for Involvement in Scheme to Fraudulently Promote Securities (June 13, 2025), available at https://www.sec.gov/files/litigation/complaints/2025/comp26325.pdf.~~[34] SEC Press Release, SEC Charges Three Arizona Individuals with Defrauding Investors in $284 Million Municipal Bond Offering That Financed Sports Complex (Apr. 1, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-59.~~[35] DOJ Press Release, Corporate Insider And Two Associates Plead Guilty To Million-Dollar Insider Trading Scheme (May 23, 2025), available at https://www.justice.gov/usao-sdny/pr/corporate-insider-and-two-associates-plead-guilty-million-dollar-insider-trading; DOJ Press Release, Executive At Investor Relations Firm And Two Associates Plead Guilty To Insider Trading Scheme (June 6, 2025), available at https://www.justice.gov/usao-sdny/pr/executive-investor-relations-firm-and-two-associates-plead-guilty-insider-trading.~~[36] SEC Litigation Release, SEC Charges Technical Consultant with Insider Trading (Jan. 21, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26231.~~[37] SEC Litigation Release, SEC Charges Foreign Traders in International Insider Trading Scheme (Mar. 4, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26268.~~[38] SEC Administrative Proceedings Order, In re Jeffrey Suchecki (Mar. 4, 2025), available at https://www.sec.gov/files/litigation/admin/2025/34-102515.pdf.~~[39] SEC Litigation Release, SEC Charges Former Biopharmaceutical Company Vice President with Insider Trading (Mar. 7, 2025), available at https://www.sec.gov/enforcement-litigation/litigation-releases/lr-26262.~~[40] SEC Press Release, SEC Awards $6 Million to Joint Whistleblowers (Apr. 21, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-67-sec-awards-6-million-joint-whistleblowers.~~[41] SEC Press Release, Paul S. Atkins Swore in as SEC Chairman (Apr. 21, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-68.~~[42] SEC Press Release, Acting Chairman Mark T. Uyeda Names Natalia Díez Riggin as Senior Advisor and Acting~~Director of Legislative and Intergovernmental Affairs (Jan. 30, 2025), available at~~https://www.sec.gov/newsroom/press-releases/2025-34.~~[43] SEC Press Release, Natalia Díez Riggin Named Senior Advisor and Director of Legislative and Intergovernmental Affairs (June 2, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-81-natalia-diez-riggin-named-senior-advisor-director-legislative-intergovernmental-affairs.~~[44] SEC Press Release, Kevin Muhlendorf Named SEC Inspector General (June 23, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-92-kevin-muhlendorf-named-sec-inspector-general.~~[45] SEC Press Release, Natasha Vij Greiner Will Conclude Her Tenure as Director of Investment Management (June 10, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-84-natasha-vij-greiner-will-conclude-her-tenure-director-investment-management.~~[46] SEC Press Release, Brian Daly Named Director of Division of Investment Management (June 13, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-88-brian-daly-named-director-division-investment-management.~~[47] SEC Press Release, SEC Names Jamie Selway as Director of Trading and Markets (June 13, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-87-sec-names-jamie-selway-director-trading-markets.~~[48] SEC Press Release, SEC Names Erik Hotmire as Chief External Affairs Officer and Director of the Office of Public Affairs (June 13, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-90-sec-names-erik-hotmire-chief-external-affairs-officer-director-office-public-affairs.~~[49] SEC Press Release, SEC Announced Departure of David Saltiel (June 18, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-91-sec-announces-departure-david-saltiel.~~[50] SEC Press Release, SEC Names Kurt Hohl as Chief Accountant (June 13, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-89-sec-names-kurt-hohl-chief-accountant.~~[51] SEC Statement, Statement on the Departure of PCAOB Chair Erica Y. Williams (July 22, 2025), available at https://www.sec.gov/newsroom/speeches-statements/crenshaw-statement-departure-pcaob-chair-erica-y-williams-072225-statement-departure-pcaob-chair-erica-y-williams; SEC Speech, Statement on Commencement of Appointment Process for Five Public Company Accounting Oversight Board Seats (July 23, 2025), available at https://www.sec.gov/newsroom/speeches-statements/atkins-pcaob-board-072325.~~[52] SEC Press Release, SEC Announces George Botic to Serve as Acting Chair of the Public Company Accounting Oversight Board (July 21, 2025), available at https://www.sec.gov/newsroom/press-releases/2025-100-sec-announces-george-botic-serve-acting-chair-public-company-accounting-oversight-board?utm_medium=email&utm_source=govdelivery.~~The following Gibson Dunn lawyers prepared this update: Mark Schonfeld, David Woodcock, Jina Choi, Osman Nawaz, Tina Samanta, Lauren Jackson, Michael Ulmer, Hayden McGovern, Lauren Guzman, Ty Shockley, and Timoteo L’Esperance.~~Gibson Dunn lawyers are available to assist in addressing any questions you may have about these developments. Please contact the Gibson Dunn lawyer with whom you usually work, any leader or member of the firm’s Securities Enforcement practice group, or the following authors:~~Mark K. Schonfeld – Co-Chair, New York (+1 212.351.2433, mschonfeld@gibsondunn.com) David Woodcock – Co-Chair, Dallas (+1 214.698.3211, dwoodcock@gibsondunn.com) Jina L. Choi – San Francisco (+1 415.393.8221, jchoi@gibsondunn.com) Osman Nawaz – New York (+1 212.351.3940 ,onawaz@gibsondunn.com) Tina Samanta – New York (+1 212.351.2469, tsamanta@gibsondunn.com) Lauren Cook Jackson – Washington, D.C. (+1 202.955.8293, ljackson@gibsondunn.com) Michael Ulmer – Denver (+1 303.298.5752, mulmer@gibsondunn.com)~~© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~