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.

SEC Docket

SEC Docket
Author: United States. Securities and Exchange Commission
Publisher:
Total Pages: 610
Release: 1977
Genre: Securities
ISBN:

Commentaries and Cases on the Law of Business Organization

Commentaries and Cases on the Law of Business Organization
Author: William T. Allen
Publisher: Aspen Publishing
Total Pages: 986
Release: 2021-01-31
Genre: Law
ISBN: 154383101X

Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides

Negotiated Acquisitions of Companies, Subsidiaries and Divisions

Negotiated Acquisitions of Companies, Subsidiaries and Divisions
Author: Lou R. Kling
Publisher: Law Journal Press
Total Pages: 1528
Release: 2023-12-28
Genre: Business & Economics
ISBN: 9781588520562

This law book includes advice on corporate business structuring deals, negotiating agreements, identifying issues and solving the real problems that are likely to arise during the acquisition.

Freezeout

Freezeout
Author: Rick Gadziola
Publisher: ECW Press
Total Pages: 252
Release: 2005-05-16
Genre: Fiction
ISBN: 1770908226

The Deal: Jake Morgan, ex-cop, gambler, and casino dealer, reluctantly agrees to keep an eye on his boss’s great-niece during her visit to Vegas. When someone keeps trying to accost them and the bruises escalate with each encounter, Jake realizes that it isn’t a simple case of mistaken identity. To make things worse, his precocious Britney look-a-like charge has a crush on him, leaving Jake in a quandary as he tries to unravel a mystery that began fifty years earlier . . . Back in the ‘50s, Chicago mobster Carmine Bonello embezzled funds from his mob’s Vegas operations to plan for his family’s future. When he suddenly vanished and his wife Olivia found her every move monitored, she realized that Chi-Town not only wanted answers, but also their money back. Fifty years later, Olivia is still worried — and wondering. Did she misjudge Carmine? Did he leave his family for a mistress and the stash as rumour suggested, or did he die a lonely death? When she falls ill, Olivia calls her only granddaughter to her side. Those watching think a family secret will soon be passed on to the last of the Bonellos . . . Bullets fly, bodies fall, and Jake soon discovers the final piece of the puzzle: a cache worth millions. But is it worth his life?

Comparative Takeover Regulation

Comparative Takeover Regulation
Author: Umakanth Varottil
Publisher: Cambridge University Press
Total Pages: 545
Release: 2017-10-26
Genre: Business & Economics
ISBN: 1107195276

Comparative Takeover Regulation compares the laws relating to takeovers in leading Asian economies and relates them to broader global developments. It is ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners.