Alex Talarides

Alex Talarides

Orrick, Herrington & Sutcliffe LLP


Latest Publications

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Going-Private Transaction With A Controlling Stockholder – What Standard Of Review Applies?

We previously discussed how important a special negotiating committee of independent directors can be when defending against stockholder challenges to change-of-control transactions – particularly for going private...more

6/3/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions Shareholders

What’s The Right Way To Respond To A Shareholder Books And Records Request?

Delaware law gives shareholders the right to request corporate books and records in order to investigate issues that are of interest to them. ...more

5/17/2013 - Corporate Records Shareholder Rights

“We’re Considering Selling The Company – How Can A Special Committee Help?”

In any change-of-control business transaction, the decision by the target company’s board of directors to approve the deal is subject to heightened scrutiny by the courts. These days, virtually every M&A deal is sure to...more

5/13/2013 - Board of Directors Change in Control Conflicts of Interest Corporate Governance

What Makes A Director “Independent”?

What makes a director “independent”? That question is important, not only to investors who want to ensure that boards of directors exercise objective judgment on corporate affairs, but also to companies, who need assurance...more

5/3/2013 - Directors Nasdaq NYSE Shareholders

Purchase Timing A Wall To Facebook Derivative Litigation Despite Unenforceability Of Forum Selection Clause

Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more

3/26/2013 - Derivative Suit Disclosure Requirements Facebook Forum Selection Clause IPO Ripeness

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

When a shareholder makes a demand on a company to pursue litigation, the company’s board can look to generally well-developed law to determine how to evaluate the demand. Though there is no one particular procedure a board...more

1/9/2013 - Board of Directors Business Judgment Rule Shareholder Demands

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