Publicly Held Corporations
Written from the perspective of the transactional lawyer, Publicly Held Corporations covers issues of financing the publicly held company, including use of commercial paper, the role of rating agencies, use of bank loans and legal requirements for follow-on stock offerings. Extensive attention is given to the shareholders' role in governance matters, the special role of institutional investors, the complex system of street-name ownership of shares and SEC proxy rules. The book also examines the array of protections for shareholders as investors. The increasingly important role of independent directors is examined in detail, as is the committee structure of modern corporate boards and director liability. Executive compensation and trading in shares by company executives are both examined. Issues of corporate structure to avoid piercing the corporate veil are explained. Separate chapters on friendly acquisitions and hostile tender offers simplify this complex field. Finally, special ethical obligations of corporate counsel are examined in detail. The book was completed several months after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act and integrates the vast amount of new regulation imposed by that statute into a broader perspective.
• A unique practitioner's guide to the complex strands of law governing large corporations whose shares are traded on major stock exchanges.
• A useful guide for attorneys new to the field seeking a comprehensive overview of the relevant federal and state law, and stock exchange rules.
• Written by a distinguished expert in the field of corporate and securities law.
Table of Contents
Chapter 1 WHAT MAKES PUBLICLY HELD CORPORATIONS--AND CORPORATE LAWYERING--DIFFERENT?
Chapter 2 FINANCING IN THE PUBLICLY HELD CORPORATION
Chapter 3 SHAREHOLDERS' GOVERNANCE ROLE IN THE PUBLICLY HELD CORPORATION
Chapter 4 PROTECTING THE SHAREHOLDER AS INVESTOR
Chapter 5 THE ROLE OF DIRECTORS IN PUBLICLY HELD CORPORATIONS
Chapter 6 CORPORATE EXECUTIVES
Chapter 7 STRUCTURING THE CORPORATE ENTERPRISE
Chapter 8 MERGERS, ASSET ACQUISITIONS, SHARE ACQUISITIONS, AND EXCHANGE OFFERS--THE FRIENDLY TRANSACTION
Chapter 9 HOSTILE TENDER OFFERS
Chapter 10 THE ROLE OF THE CORPORATE LAWYER