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Lexis Nexis Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock
By Stephen I. Glover
Publisher:
ALM
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Product description
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.
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
