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Going Private (Print+Online+eBook)

By Arthur M. Borden and Joel Yunis
Publisher: ALM
ALM Product :BOOK
$645.00

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ISBN: 9781588520159
Publisher: ALM
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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.

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Table of Contents

CHAPTER 1

Introduction: Definitions and Policy Background



CHAPTER 2

A Brief History of the Going Private Issue



CHAPTER 3

State Law: The Statutory Framework for Going Private Transactions; Leveraged Buy-Outs



CHAPTER 4

Going Private Issues Under State Law



CHAPTER 5

Anti-Fraud Strictures of Federal Securities Law



CHAPTER 6

Tax Aspects



CHAPTER 7

Business Background



CHAPTER 8

Basic Structural Features: Legal Precepts in Practice



CHAPTER 9

Engaging Counsel and Financial Advisers



CHAPTER 10

An Analysis of Rule 13e-3 and the General Provisions of Schedule 13E-3



CHAPTER 11

The Fairness Disclosure Standard of Rule 13e-3



CHAPTER 12

Fairness Disclosure Items: Analysis and Examples



CHAPTER 12A

Going Dark



CHAPTER 13

Managing a Going Private Transaction: What Happens When



CHAPTER 13A

Analysis of a Going Private Transaction



CHAPTER 14

Closing and Post-Closing Matters



CHAPTER 15

Tender and Exchange Offers in Going Private Transactions



CHAPTER 16

A Litigation Postscript



Appendices

Table of Cases

Index