Rick Gallagher at Orrick, Herrington & Sutcliffe LLP

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

SEC: Facebook Friends Can Benefit

The SEC issued a release today confirming that companies can use social media outlets like Facebook, Twitter, and LinkedIn to announce information in compliance with Regulation FD (“Reg FD”) so long as investors have been...more

4/3/2013 - Facebook Regulation FD SEC Social Media

Basic Gets Complicated: Vivendi Rebuts Fraud-On-The-Market Presumption

In what Judge Shira A. Scheindlin of the Southern District of New York called an “extraordinary case,” French multimedia company Vivendi, S.A. has scored an unusual victory based on a successful rebuttal of the...more

3/12/2013 - Fraud-on-the-Market Gamco Investors v Vivendi Investors

Another Securities Case For The Supreme Court. Next Up: Ponzi Scheme Cases

Agreeing to take up yet another securities case, the Supreme Court granted cert on January 18 in three related appeals arising out of the alleged multi-billion dollar Ponzi scheme involving R. Allen Stanford’s Stanford...more

1/31/2013 - Class Action Ponzi Scheme Private Securities Litigation Reform Act of 1995 SCOTUS SLUSA Stanford International Bank

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Rick Gallagher

Orrick, Herrington & Sutcliffe LLP

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