In Publicly Held Corporations: A Lawyer's Guide, Howard M. Friedman providesreaders with an introduction to the vast array of legal material that governsthe several thousand largest economic entities in the United States publicly held corporations and their real-world operational characteristics. In Publicly Held Corporations: A Lawyer's Guide Howard M. Friedman provides readers withan 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 ofcommercial paper, the role of rating agencies, use of bank loans and legal requirements for follow-on stock offerings. Extensive attention is given to theshareholders' 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 alsoexamines 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 bothexamined. Issues of corporate structure to avoid piercing the corporate veilare explained. Separate chapters on friendly acquisitions and hostile tenderoffers 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 broaderperspective. INDICE: 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
- ISBN: 978-0-19-539539-6
- Editorial: Oxford University
- Encuadernacion: Rústica
- Páginas: 252
- Fecha Publicación: 29/09/2011
- Nº Volúmenes: 1
- Idioma: Inglés
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