Corporations

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.

Includes selecting the form and structure for a closely held business, analysis of different business entity formats, and advises which to choose based on the business activities and needs of the owners. The three approaches are: Horizontal – comparing the various characteristics of different entities and structures; Vertical – identifying the characteristics that are important to a particular type of business; and Integrational – assisting the practitioner to resolve conflicts and make the final choices necessary to select and structure the organization.

Covers the important legal, business, intellectual property, strategic, diligence, and negotiation issues associated with acquisitions of privately held (nonpublic) companies. There is a proliferation of important technology company acquisitions, and many of those companies are venture capital or private equity–backed, but are private companies. Included are commentary and examples of important forms and agreements involved in a merger and acquisition (M&A) transaction, with variations to reflect either a pro-buyer or pro-seller perspective. The sample forms and agreements include: merger agreements, asset sale agreements, board resolutions, escrow agreements, stockholder resolutions, investment banker engagement letters,  closing checklists, information statements to stockholders, due diligence checklists, non-disclosure agreements (NDAs) and employment forms.

Contains step-by-step guidance for corporate planning, drafting, designing, and preventive law. This publication also suggests methods of adapting the traditional corporate framework into one suitable for close corporations, analyzes federal and state trends in legislation, provides reference tables for each state's corporation act, covers S corporation elections, including pros, cons, consequences, and fringe benefits, provides forms for charters, bylaws, and shareholder agreements along with forms for professional corporations, including agreements for shareholders, bill of sale, stock purchase, and employment. It also covers limited liability companies and analyzes major tax laws that affect close corporations.