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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
Introduction: Definitions and Policy Background
A Brief History of the Going Private Issue
State Law: The Statutory Framework for Going Private Transactions; Leveraged Buy-Outs
Going Private Issues Under State Law
Anti-Fraud Strictures of Federal Securities Law
Basic Structural Features: Legal Precepts in Practice
Engaging Counsel and Financial Advisers
An Analysis of Rule 13e-3 and the General Provisions of Schedule 13E-3
The Fairness Disclosure Standard of Rule 13e-3
Fairness Disclosure Items: Analysis and Examples
Managing a Going Private Transaction: What Happens When
Analysis of a Going Private Transaction
Closing and Post-Closing Matters
Tender and Exchange Offers in Going Private Transactions
A Litigation Postscript
Table of Cases