Going Private

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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 leg.

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 #00574; 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.

Additional Information
SKU 574ONL
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-015-9
Page Count 1106
Edition 0
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Arthur M. Borden
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 Yunis
Joel A. Yunis, a graduate of New York University Law School, is a retired former partner in the New York firm of Katten Muchin Rosenman LLP, where he specialized in acquisitions, financing and securities law matters.
CHAPTER 1
Introduction: Definitions and Policy Background

§ 1.01 Subject Matter
§ 1.02 Definition of a “True” Going Private Transaction
§ 1.03 Squeeze-Outs
§ 1.04 Second and Third Step Take-Outs
§ 1.05 Technical Going Private Transactions
§ 1.06 Definition of Neutralized Voting
§ 1.07 The Policy Background

CHAPTER 2
A Brief History of the Going Private Issue

§ 2.01 The Beginning
§ 2.02 Early Cases
§ 2.03 The Opening Gun: Bryan v. Brock & Blevins Co., Inc.
§ 2.04 Commissioner Sommer’s Notre Dame Speech
§ 2.05 The 1975 SEC Proposals
§ 2.06 The Mid-1970s: Writers and Courts Ponder While Issuers Merge
§ 2.07 An Aside on Professor Cary and the Airlie House Symposium
§ 2.08 The 1977 Proposal
§ 2.09 Subsequent Judicial History: Green, Singer

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