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
An Overview of Business Separation Transactions
Structuring Spin-Off, Split-Up and Split-Off Transactions
Corporate Law Issues in Spin-Off, Split-Up and Split-Off Transactions
Securities Law Issues in Spin-Off, Split-Up and Split-Off Transactions
Securities Law Disclosures in Spin-Offs
Structuring Subsidiary IPOs
Corporate Law Issues in Subsidiary IPOs
Securities Law Issues in Subsidiary IPOs
Structuring Tracking Stock Transactions
Corporate Law Issues in Tracking Stock Transactions
Securities Law Issues in Tracking Stock Transactions
Structuring Sales of Subsidiaries or Divisions
Tax Issues in Business Separation Transactions
Creditors'Rights Issues in Business Separation Transactions
Employee Benefits Issues in Business Separation Transactions
The Role of the Investment Banker in Business Separation Transactions
Federal Securities Law Governing Newly Public Companies
Select Spin-Offs and Other Business Separation Transactions
Table of Abbreviations