Going Private

Front Cover
Law Journal Press, 1982 - Business & Economics - 1130 pages

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.

 

Contents

04
3-7
Title page
3-15
05
3-36
11
4-57
06
1
08
23
04
33
Acknowledgements
45
10
10-54
13
12-1
1241
12-41
21
12-49
CHAPTER 7
13-7
CHAPTER 10
10
13A19
19
13A25
25

02
CHAPTER 3
3-3
CHAPTER 12
3-12
14
4-3
CHAPTER 4
4-4
CHAPTER 6
4-6
4 10
4-45
5 LockUps and LegUps Generally
4-108
13
4-121
16
4-165
CHAPTER 5
5-1
05
5-12
Tax Aspects
6-1
TC1 through TC33
6-33
1 In General
7-1
CHAPTER 9
9-1
04A A Possible Exemption for Transactions
10-30
Closing and PostClosing Matters
14-1
CHAPTER 15
14-7
03
15-8
05
15-15
03
16-6
Table of Cases
7
1 Timing of Dissemination Where There
42-1
4 The Weinberger Grandfather Rule
42-4
CHAPTER 8
42-8
CHAPTER 13
42-13
Stock Transaction
3
1 Availability of Appraisal
1
TC1 through TC32
32
TC1
1
Managing a Going Private
1-11
Copyright

Common terms and phrases

acquired acquisition action aff'd amendment apply appraisal rights approval assets bidder board of directors business judgment rule cash CCH Fed Cinerama Code Commission common stock Corp corporation counsel Court of Chancery Delaware Supreme Court disclosed disclosure discussion effect entire fairness equity securities Exchange Act factors fairness opinion fiduciary duty filing financial adviser going private transaction independent directors Information Statement infra interest investment issue issuer or affiliate issuer tender offer Item majority merger agreement minority stockholders N.Y. Bus negotiations Newco Omnicare paragraph Paramount Communications person plaintiff Preferred Stock Preferred Stockholders prior Proposed Settlement proxy statement purchase pursuant reasonable Regulation M-A Release Revlon Rule 13e-3 transaction Santa Fe Industries Schedule 13E-3 Section Shareholders Litigation shares of Preferred short-form merger special committee Stat statute stockholders subsidiary Supp supra Target Technicolor tion Unocal Van Gorkom Weinberger

About the author (1982)

Arthur M. Borden (deceased), a graduate of Yale University and Columbia Law School, was a partner and was then Of Counsel to the New York firm of Katten Muchin Rosenman LLP. Mr. Borden was an Adjunct Professor of Law at New York Law School and wrote numerous articles on securities matters. Joel A. Yunis, a graduate of New York University Law School, is a partner in the New York firm of Katten Muchin Rosenman LLP, where he specializes in acquisitions, financings and securities law matters.

Bibliographic information

TitleGoing Private
Going Private, Arthur M. Borden
AuthorsArthur M. Borden, Joel A. Yunis
Editionrevised
PublisherLaw Journal Press, 1982
ISBN1588520153, 9781588520159
Length1130 pages
Subjects ›  › 

Business & Economics / Corporate Finance / General
Law / Administrative Law & Regulatory Practice
Law / Business & Financial
Law / Corporate
Law / Securities
  
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