Lexis Nexis Going Private
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Subscribers receive the product(s) listed on the Order Form and any Updates made available during the annual subscription period. Shipping and handling fees are not included in the annual price.
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The total price includes the product(s) listed in the Order Form and any Updates for a limited period (minimum period of 30 days) after the order is placed ("Order Window"). Shipping and handling fees are not included in the grand total price.
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Product description
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
