Practical Law Corporate & Securities: 2011 Publications | Practical Law
A list of new Practical Law Corporate & Securities resources published in 2011.
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Practical Law Corporate & Securities: 2011 Publications
Practical Law Help and Information Notes 3-517-5984
(Approx. 15 pages)
Practical Law Corporate & Securities: 2011 Publications
by Practical Law Corporate & Securities
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Published on 27 Jan 2012
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USA (National/Federal)
A list of new Practical Law Corporate & Securities resources published in 2011.
PLC Corporate & Securities: 2011 Publications
December 2011
Practice Notes
What's Market: Reverse Break-up Fees for Antitrust Failure
Boosting EBITDA: The Cost Savings Add-Back
Checklists
When Can You Use a Free Writing Prospectus?: Flowchart
When Does an FWP Need to be Filed?: Chart
Articles
Q&A with Chief Justice Myron T. Steele of the Delaware Supreme Court
Expert Q&A on Say on Pay Litigation
M&A Post-closing Indemnification Claims Study
Twelve Key Corporate Governance Issues for 2012
November 2011
Practice Notes
Forward-looking Statements: Securing the Safe Harbor
Conflict Minerals Due Diligence
Bank Mergers and Acquisitions
Employee Benefits Law: Overview
Bankruptcy: Case Tracker Overview
Private Equity Fund Formation
Chapter 11 Creditors' Committees
How to Handle Shareholder Proposals
Innovations in Poison Pill Drafting
M&A in California: Key Issues and Considerations
Periodic Reporting and Other Disclosure Obligations of Foreign Private Issuers: Overview
What's Market: Purchase Price Adjustments
Standard Documents
Forward-looking Statements: Standard Safe Harbor Legend
Forward-looking Statements: IPO Prospectus Legend
Forward-looking Statements: Earnings Releases
Asset Purchase Agreement (Pro-buyer Short Form)
Letter of Intent: Asset Acquisitions
Board Self-evaluation
Checklists
Preparing for Conflict Minerals Compliance: Company Action Items Checklist
Timeline of a Private Equity Fund
Issues to Consider Before Conducting a Board Evaluation: Checklist
Deadlines for Rule 14a-8 Shareholder Proposals: Chart
Rule 14a-8 Shareholder Proposal Process Flowchart
Articles
Using Finders to Assist in Financings: Understanding the Risks Associated with Unregistered Broker-Dealers
Implications of Foreign Account Tax Compliance Act (FATCA)
Corporation Law: Connecticut
Issues and Insights: A Review of Recent Corporate Governance Surveys
Structuring a Sale of Control Transaction: Factors to Consider
October 2011
Practice Notes
In Dispute: Innkeepers
NYSE 20% Rule: Stockholder Approval Requirements for Securities Offerings
What's Market: Disclosure on Conflict Minerals Risks
Earnings Releases and Earnings Calls
ERISA Plan Asset Rules
M&A Transactions in the Investment Management and Securities Industry: Key Issues and Considerations
Standard Clauses
Board Resolutions: Unregistered Offering of Preferred Stock (Regulation D)
Checklists
Earnings Announcement Timeline Checklist
Articles
Preparing for the 2012 Proxy Season
September 2011
Practice Notes
Duty to Update Previously Disclosed Information
FINRA Regulation of Broker-Dealer Due Diligence in Regulation D Offerings
.
Common Carve-outs from 10b-5 Letters
Standard Documents and Clauses
Commercial Real Estate Loans: Pre-negotiation Letter
FINRA Questionnaire
Request for Allowance and Payment of Section 503(b)(9) Administrative Claim
Exhibit 5 Validity Opinion: Primary or Secondary Common Stock Offering
Bankruptcy Reclamation Demand Letter
Bankruptcy Reclamation Complaint
Board Resolutions: Unregistered Offering of Common Stock (Regulation D)
Checklists
Events and Transactions Triggering a Form 8-K Filing Chart
Articles
Corporation Law: Pennsylvania
Complying with the 2008 Amendments to the Oil & Gas Disclosure Rules: The First Wave of SEC Comment Letters
Dodd-Frank Governance Reforms: Status Report
What's Market: 2011 Mid-year Public M&A Wrap-up
Recent Hostile Takeovers and Proxy Contests
August 2011
Practice Notes
Reclamation Rights in Bankruptcy
What's Market: Risk Factors: Media and Entertainment Industry
The Impact of Sarbanes-Oxley on Private Companies and Corporate Governance Best Practices
Registration Statement: Form 10
Standard Clauses
Board Resolutions: Unregistered Offering of Debt Securities (Regulation D)
The Nasdaq 20% Rule: Structuring Around Stockholder Approval
Sample Risk Factor: Cyber Security
Checklists
Timelines of the Reclamation Process under BAPCPA and Pre-BAPCPA
Reviewing a Printer's Blue Line Proof of a Prospectus or Offering Memorandum
Negotiating Representations and Warranties in Rule 144A/Regulation S Purchase Agreements Checklist
Negotiating the Covenants and Expenses Sections in Rule 144A/Regulation S Purchase Agreements Checklist
Negotiating the Closing Conditions, Termination and Indemnity Sections in Rule 144A/Regulation S Purchase Agreements Checklist
Articles
Corporation Law: Massachusetts
Corporation Law: New Jersey
Corporation Law: New York
July 2011
Practice Notes
Designing, Determining and Disclosing Executive Compensation: A Consulting Perspective
Leveraged Dividend Recapitalizations
Standard Documents
Board Resolutions: Determining Final Say on Pay Frequency
Disclosure Committee Charter
Press Release: Lock-up Waiver
Checklists
Negotiating M&A Escrow Agreements Checklist
Articles
Whistleblower Bounty Rules: Impact on Corporate Compliance Programs
June 2011
Practice Notes
Determining Smaller Reporting Company Status and Understanding Key Differences in Its Disclosure and Reporting Requirements
Preferred Stock in Private Equity Transactions: Significant Tax Issues
The NASDAQ 20% Rule: Stockholder Approval Requirements for Securities Offerings
Exchange Act Registration: Overview
Treatment of Make-Whole and No-Call Provisions in Bankruptcy
"All or Substantially All" in an Asset Disposition
Structuring Waterfall Provisions
Private Equity Investments by Banks (Merchant Banking)
Share-for-share Business Combinations between Non-US Companies: SEC Registration and its Consequences
What's Market: Risk Factors: Medical Devices and Healthcare
Standard Documents
Section 11 Opinion to Auditors
Checklists
Chemtura Roadmap: Analysis of Make-Whole and No-Call Provisions in Bankruptcy
Articles
Proxy Advisors and Say on Pay
May 2011
Practice Notes
Directors and Officers Liability Insurance Policies
OFAC Due Diligence in Securities Offerings
Secondary Market Trading of Private Company Shares
What's Market: Risk Factors: Banking and Financial Services Industry
What's Market: Risk Factors: Mining and Metals Industry
Standard Documents and Clauses
Letter of Intent (Pro-buyer Form)
Membership Interest Purchase Agreement (Pro-buyer Long Form)
Checklists
Claiming the Rule 12g3-2(b) Filing Exemption Checklist
Common Capital Markets Transaction Chains Flowcharts
Restating Financial Statements Checklist
OFAC Due Diligence Checklist: Questions for Non-US Issuers and Selling Securityholders
Articles
Corporate Responsibility for Human Rights
April 2011
Practice Notes
What's Market: Risk Factors: Manufacturing and Machining Industry
Disenfranchising Creditors: Designating Votes on Chapter 11 Plans
What's Market: Stockholder Proposals 2011
Anti-dilution Adjustment Formulas in Convertible Bonds
What's Market: Risk Factors: Food and Beverage Industry
What's Market: Indemnification Provisions in Acquisition Agreements
Standard Documents and Clauses
Code of Ethics and Business Conduct for a Public Company
LLC Agreement: Multi-member, Manager-managed
Section 228 Notice to Stockholders
Checklists
Drafting and Negotiating Exclusivity Agreements Checklist
Articles
Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals (2011 Edition)
Expert Q&A on the Impact of the DBSD Decision
Implementing Independent Board Leadership Structures
SEC Comment Letters: Selected Issues Related to Financial Advisors
Understanding Partnership Target Capital Accounts
March 2011
Practice Notes
REITs: Overview
Chaperoning Joint Due Diligence
“
Up-the-Ladder” Reporting Obligations for Attorneys Appearing and Practicing Before the SEC
Schedule B Sovereign Debt Issued Under the Securities Act
What’s Market: Risk Factors: Automobile, Airline and Transportation
Private Equity Strategies for Exiting a Leveraged Buyout
Contingent Value Rights (CVRs)
What's Market: Earn-outs
What's Market: Risk Factors: Retailers
What's Market: Risk Factors: Service Industry
Standard Documents and Clauses
Audit Committee Charter
Purchase Agreement: Covenant to Update the Disclosure Schedules
Purchase Agreement: Financial Statements Representation and Warranty
Purchase Agreement: Materiality Scrape
Purchase Agreement: Undisclosed Liabilities Representation and Warranty
Board Resolutions of Public Company: Stock Split
Purchase Agreement: Knowledge Definition
Checklists
REITs: Common Pitfalls and Fixes Checklist
The SEC’s “Up-the-Ladder” Reporting Obligations: A Process Checklist
Disclosure Topics for Schedule B Sovereign Debt Offerings Checklist
Stock Split Checklist
Conflict Minerals Disclosure Requirements Checklist
Drafting and Negotiating Equity Commitment Letters Checklist
Articles
Reassessing Compliance Programs
Trends in FCPA and International Anti-corruption Enforcement
February 2011
Practice Notes
Limitations on Corporate Interest Deductions
Investment Company Act of 1940 Exceptions: Guide for Transactional Lawyers
What's Market: Frequency of Say on Pay Results
US Commercial Paper Programs: Overview
Pricing Collars: Mitigating Market Risk in Public Mergers
What's Market: Say on Pay
Standard Documents and Clauses
Accounting Due Diligence: Questions List
Press Release: Registered Debt Offering Pricing
Subscription Agreement: Private Placement (Regulation D)
Selling Stockholder Questionnaire
Checklists
Best Practices in Bid Procedures Checklist
Loan Agreement Analysis Checklist: Creating a Joint Venture
Articles
Acquisition Financing in 2010: A Review of Market Trends
Drafting Effective and Enforceable Voting Proxy Appointments
January 2011
Practice Notes
Accounting for Transaction Costs and Earn-outs in M&A
Issuer Stock Repurchases: What are the Options?
Issuer Stock Repurchases Under Rule 10b-18
Standard Clauses
Board Resolutions: Say on Pay Proposals for the Annual Meeting
Compensation Committee Resolutions: Approving Compensation Disclosure and Say on Pay Proposals
Checklists
Debt v. Equity Tax Classification Checklist