Publicly Held Corporations: Law and Practice

In Publicly Held Corporations: A Lawyer's Guide Howard M. Friedman provides readers with an introduction to the vast array of legal material that governs the several thousand largest economic entities in the United States publicly held corporations and their real-world operational characteristics. 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.