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The M & A Process
This resource addresses the steps for actually doing the deal in a mergers and acquisition transaction. This detailed guide is designed for all customary structures of acquisition transactions (i.e. merger, asset sale, stock sale, share exchanges) and covers the purchase of both publicly and privately held businesses. However, the book covers a greater emphasis on private deals.
Fairness Guidelines and Issues
Overview Any corporate transaction involving an existing or potential conflict of interest may become the subject of litigation initiated by minority shareholders.1 In such case, directors may be called upon to prove that all aspects of the transaction were fair to the corporation and its shareholders. Directors may, however, be able to shift this burden of proof away from themselves and to the minority shareholders/plaintiffs if they have taken certain steps to ensure the fairness of the transaction.2 One important step is the establishment and use of a properly functioning Special Committee comprised of independent and disinterested Board members empowered to negotiate the transaction.3
Rethinking Securities Law
"This book focuses on a very timely and important subject that merit s comprehensive analysis: "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act. The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) in vocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy...
Michigan Corporation Law & Practice, Revised Edition
Michigan Corporation Law & Practice is the authoritative research tool covering all aspects of Michigan corporate law and practice. It provides clear, reliable guidance to the laws, legislative history, and major case holdings. This complete guide provides a thorough background to the Michigan Business Corporation Act, including discussion of the process by which the corporate entity is created, governed, and ultimately terminated. The text also discusses the closely related Michigan Limited Liability Company Act. The 2021 revision of Michigan Corporation Law & Practice edits and updates the previous edition. Many sections are reorganized for clarity and accessibility. The text includes expa...
The American Bar
None
Going Private
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. Book Ⱦ looseleaf, one volume, 1106 pages; published in 1982, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-015-9.
