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Vol 21 No 11 Nov/Dec 2016

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Criminal Injuries Compensation Claims

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Publicly Held Corporations: Law and Practice

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ISBN13: 9780195395396
Published: September 2011
Publisher: Oxford University Press USA
Country of Publication: USA
Format: Paperback
Price: Out of print



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.

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Subjects:
Other Jurisdictions , USA
Contents:
INTRODUCTION
CHAPTER 1. WHAT MAKES PUBLICLY HELD CORPORATIONS-AND CORPORATE LAWYERING-DIFFERENT?
CHAPTER 2. FINANCING IN THE PUBLICLY HELD CORPORATION
CHAPTER 3. SHAREHOLDERS' GOVERNANCE ROLE IN THE PUBLICLY HELD CORPORATION
CHAPTER 4. PROTECTING THE SHAREHOLDER AS INVESTOR
CHAPTER 5. THE ROLE OF DIRECTORS IN PUBLICLY HELD CORPORATIONS
CHAPTER 6. CORPORATE EXECUTIVES
CHAPTER 7. STRUCTURING THE CORPORATE ENTERPRISE
CHAPTER 8. MERGERS, ASSET ACQUISITIONS, SHARE ACQUISITIONS AND EXCHANGE OFFERS-THE FRIENDLY TRANSACTION
CHAPTER 9. HOSTILE TENDER OFFERS