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Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock

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ISBN: 9781588521033
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Why have some of the nation's most prominent corporations engaged in spin-offs and split-offs? What should you know about structuring these transactions for companies of any size? How do they compare to traditional M&A transactions? Finally, there is a book that examines the hows and whys of this vital corporate strategy. Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock explains the objectives underlying these transactions, the techniques used, and the consequences for all parties.

You'll find extensive discussion of management's goals, the significance of stock market conditions, and the legal, tax and accounting issues involved in every scenario—plus sample agreements, registration statements and other helpful documents.

Whatever your reason for contemplating a business separation transaction—improving management focus, eliminating competition between business units, reducing costs of raising capital—this problem-solving guide helps you achieve your objectives while satisfying legal requirements. You'll also find coverage of employee benefits, creditors' rights, and other legal issues that may arise at any stage of a transaction. This book is a vital resource for anyone who advises management or has responsibility for making key decisions.

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Table of Contents

CHAPTER 1

Introduction



CHAPTER 2

An Overview of Business Separation Transactions



CHAPTER 3

Structuring Spin-Off, Split-Up and Split-Off Transactions



CHAPTER 4

Corporate Law Issues in Spin-Off, Split-Up and Split-Off Transactions



CHAPTER 5

Securities Law Issues in Spin-Off, Split-Up and Split-Off Transactions



CHAPTER 6

Securities Law Disclosures in Spin-Offs



CHAPTER 7

Structuring Subsidiary IPOs



CHAPTER 8

Corporate Law Issues in Subsidiary IPOs



CHAPTER 9

Securities Law Issues in Subsidiary IPOs



CHAPTER 10

Structuring Tracking Stock Transactions



CHAPTER 11

Corporate Law Issues in Tracking Stock Transactions



CHAPTER 12

Securities Law Issues in Tracking Stock Transactions



CHAPTER 12A

Structuring Sales of Subsidiaries or Divisions



CHAPTER 13

Tax Issues in Business Separation Transactions



CHAPTER 14

Creditors'Rights Issues in Business Separation Transactions



CHAPTER 15

Employee Benefits Issues in Business Separation Transactions



CHAPTER 16

The Role of the Investment Banker in Business Separation Transactions



CHAPTER 17

Federal Securities Law Governing Newly Public Companies



CHAPTER 18

Select Spin-Offs and Other Business Separation Transactions





Appendix

Table of Abbreviations

Index