Fairness Opinions

Fairness Opinions
Author: Andrew Smith
Publisher: Andrew Smith
Total Pages: 16
Release: 2008-04-03
Genre:
ISBN: 0615309933

Fairness Opinions A fairness opinion, by definition, is a letter prepared by an experienced investment banker, or business appraiser, that states whether or not a transaction'from a financial point of view'is fair. The fairness opinion speaks to the ?fairness? of the financial terms of a transaction, as of a specific date, and given a set of assumptions.1 ?Fairness? in this context, parallels the notions of unbiased, impartial, and just. As denoted by the colloquial term ?fair play? or the business phrase ?an arm's length transaction,? a fairness opinion represents whether a deal is fair to shareholders, particularly a company's minority shareholders, all material matters and circumstances considered.

Model Rules of Professional Conduct

Model Rules of Professional Conduct
Author: American Bar Association. House of Delegates
Publisher: American Bar Association
Total Pages: 216
Release: 2007
Genre: Law
ISBN: 9781590318737

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

Going Private

Going Private
Author: Arthur M. Borden
Publisher: Law Journal Press
Total Pages: 1662
Release: 1982
Genre: Business & Economics
ISBN: 9781588520159

Whether your transaction is completed by LBO, merger, sale or reverse stock split, Going Private provides the practical and thorough analysis you need to help it survive scrutiny under governing legal standards. Going Private offers pointers on structuring the transaction, preparing the proxy statement and Schedule 13E-3, and defining the roles of the board of directors and committees, independent directors, attorneys, and financial advisors. In addition, it analyzes the entire fairness rule and shifting the burden of proof, state anti-takeover legislation, leveraged buyouts, fairness opinions, squeeze-outs, restructurings, going dark, and the applicability of the business judgment rule to hostile bids for control. The book also provides charts of the principal terms of recent merger and acquisition transactions, and discusses the impact of recent court decisions relating to material adverse change clauses and acquisitions. Book Ⱦ looseleaf, one volume, 1106 pages; published in 1982, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-015-9.

The Law of Corporate Finance: General Principles and EU Law

The Law of Corporate Finance: General Principles and EU Law
Author: Petri Mäntysaari
Publisher: Springer Science & Business Media
Total Pages: 594
Release: 2010-05-03
Genre: Law
ISBN: 3642030599

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm’s funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.

The Art of Capital Restructuring

The Art of Capital Restructuring
Author: H. Kent Baker
Publisher: John Wiley & Sons
Total Pages: 612
Release: 2011-06-07
Genre: Business & Economics
ISBN: 0470569514

The most up-to-date guide on making the right capital restructuring moves The Art of Capital Restructuring provides a fresh look at the current state of mergers, acquisitions, and corporate restructuring around the world. The dynamic nature of M&As requires an evolving understanding of the field, and this book considers several different forms of physical restructuring such as divestitures as well as financial restructuring, which refers to alterations in the capital structure of the firm. The Art of Capital Restructuring not only explains the financial aspects of these transactions but also examines legal, regulatory, tax, ethical, social, and behavioral considerations. In addition to this timely information, coverage also includes discussion of basic concepts, motives, strategies, and techniques as well as their application to increasingly complex, real-world situations. Emphasizes best practices that lead to M&A success Contains important and relevant research studies based on recent developments in the field Comprised of contributed chapters from both experienced professionals and academics, offering a variety of perspectives and a rich interplay of ideas Skillfully blending theory with practice, this book will put you in a better position to make the right decisions with regard to capital restructuring in today's dynamic business world.

The Oxford Handbook of Corporate Law and Governance

The Oxford Handbook of Corporate Law and Governance
Author: Jeffrey Neil Gordon
Publisher: Oxford University Press
Total Pages: 1217
Release: 2018
Genre: Business & Economics
ISBN: 0198743688

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

The Oxford Handbook of Fiduciary Law

The Oxford Handbook of Fiduciary Law
Author: Evan J. Criddle
Publisher:
Total Pages: 1028
Release: 2019
Genre: Law
ISBN: 0190634103

The Oxford Handbook of Fiduciary Law provides a comprehensive overview of fiduciary law, explaining how fiduciary principles operate across diverse substantive fields and legal systems. Unparalleled in its breadth and depth of coverage, the Handbook represents an invaluable resource for practitioners, policymakers, scholars, and students of this essential field of law.

Research Handbook on Mergers and Acquisitions

Research Handbook on Mergers and Acquisitions
Author: Claire A. Hill
Publisher: Edward Elgar Publishing
Total Pages: 497
Release: 2016-09-30
Genre: Business & Economics
ISBN: 1784711489

Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M&A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

Company Law in Context

Company Law in Context
Author: David Kershaw
Publisher: Oxford University Press, USA
Total Pages: 945
Release: 2012-06-28
Genre: Business & Economics
ISBN: 0199609322

'Company Law in Context' is an ideal main text for company law courses. David Kershaw places company law in its economic, business, and social context, making more accessible and relevant the cases, statutes, and other forms of regulation. A running case study provides a practical perspective.

What Happened to Goldman Sachs

What Happened to Goldman Sachs
Author: Steven Mandis
Publisher: Harvard Business Review Press
Total Pages: 392
Release: 2013-10-01
Genre: Business & Economics
ISBN: 1422194191

This is the story of the slow evolution of Goldman Sachs—addressing why and how the firm changed from an ethical standard to a legal one as it grew to be a leading global corporation. In What Happened to Goldman Sachs, Steven G. Mandis uncovers the forces behind what he calls Goldman’s “organizational drift.” Drawing from his firsthand experience; sociological research; analysis of SEC, congressional, and other filings; and a wide array of interviews with former clients, detractors, and current and former partners, Mandis uncovers the pressures that forced Goldman to slowly drift away from the very principles on which its reputation was built. Mandis evaluates what made Goldman Sachs so successful in the first place, how it responded to pressures to grow, why it moved away from the values and partnership culture that sustained it for so many years, what forces accelerated this drift, and why insiders can’t—or won’t—recognize this crucial change. Combining insightful analysis with engaging storytelling, Mandis has written an insider’s history that offers invaluable perspectives to business leaders interested in understanding and managing organizational drift in their own firms.