Practical Law Corporate & Securities: 2013 Publications | Practical Law
A list of new Practical Law Corporate & Securities resources published in 2013.
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Practical Law Corporate & Securities: 2013 Publications
Practical Law Help and Information Notes 7-554-1612
(Approx. 14 pages)
Practical Law Corporate & Securities: 2013 Publications
by Practical Law Corporate & Securities
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A list of new Practical Law Corporate & Securities resources published in 2013.
Practical Law Corporate & Securities: What's New
December 2013
Practice Notes
Preferred Stock in Private Equity Transactions
Shareholder Activism: Rethinking the Approach
Anti-dilution Provisions in Private Equity Transactions
Bankruptcy Basics: What Commercial Litigators Need to Know
Standard Documents and Clauses
Call Option Agreement
Put Option Agreement
Spousal Consent (Transfer and Voting Restrictions)
Articles
Expert Q&A on Health Care Reform in Mergers and Acquisitions
International Developments in Corporate Governance
Webinars
Current Trends in Tender Offers: Exploring the Issues and Impact of New DGCL Section 251(h)
November 2013
Practice Notes
General Solicitation and Start-up Capital Raising: Existing Guidance and New Questions
Crowdfunding Offerings Under Section 4(a)(6)
Finance Fundamentals: Prepackaged v. Pre-arranged Bankruptcy
Toolkits
Rule 144 Resales Toolkit
Standard Documents and Clauses
Memorandum: Understanding the Passive Foreign Investment Company Rule
s
Board Resolutions: Approving Proxy Materials
Rule 144 Seller's Representation Letter: Affiliate Sale of Restricted or Control Securities
Checklists
Tender Offer Timeline (With Section 251(h) Merger)
Articles
Disclaimers of Reliance in M&A Deals: Judicial Guidance and Market Practice
2014 Proxy Season Preview
October 2013
Practice Notes
Bankruptcy Code Avoidance Action Safe Harbors
Acquiring a Federal Government Contractor: Avoiding Pitfalls
Standard Documents
CFO Certificate: Securities Offering
CFO Certificate: Clauses for Capsule Financial Information
Rule 144 Seller's Representation Letter: Non-affiliate Sale of Restricted Securities
Shareholder Proposal Log
Engagement Letter: Unregistered Offerings
Checklists
Rule 144 Resales Checklist
When a Customer Files for Bankruptcy: Trade Creditors' Postpetition Checklist
Webinars
Drafting Contractual Fiduciary Duties in LLC Agreements – New Developments and Best Practices
September 2013
Practice Notes
What's Market: Lock-up Agreements and Lock-up Covenants 2013
Toolkits
Regulation D Private Placement Toolkit
Checklists
Unclaimed Property Checklist
Drafting and Reviewing Legal Opinions in Securities Offerings: Key Steps Checklist
Articles
The Letter of Intent for BlackBerry: Desperate Times, Desperate Measures
Expert Q&A on Trends in Corporate Social Responsibility
Voting Rights Waivers: Are They Enforceable in Bankruptcy?
State Q&As
Corporation Law: Louisiana
August 2013
Practice Notes
Bankruptcy Claims Trading: Basic Concepts
Lock-up Agreements in Bankruptcy
Standard Documents and Clauses
Bad Actor (Rule 506(d)) Disqualification Representations and Covenants
General Solicitation (Rule 506(c)) Representations and Covenants for Placement Agency Agreement
Bad Actor Questionnaire
Blue Sky Filing Cover Letter, Regulation D Rule 506 Offering
Checklists
Guide to Bankruptcy Code Safe Harbors for Financial Contracts: Checklist
Articles
What's Market: 2013 Mid-year Public M&A Wrap-up
Preparing for Shareholder Activism
The Issues in Dell: Annual Meetings, Record Dates and the Blasius Standard
Artificial Impairment: Legitimate Practice or Mere Artifice?
State Q&As
Blue Sky Q&A, Regulation D Rule 506 Offering: Arizona
Blue Sky Q&A, Regulation D Rule 506 Offering: California
Blue Sky Q&A, Regulation D Rule 506 Offering: Connecticut
Blue Sky Q&A, Regulation D Rule 506 Offering: Florida
Blue Sky Q&A, Regulation D Rule 506 Offering: Georgia
Blue Sky Q&A, Regulation D Rule 506 Offering: Illinois
Blue Sky Q&A, Regulation D Rule 506 Offering: Massachusetts
Blue Sky Q&A, Regulation D Rule 506 Offering: Missouri
Blue Sky Q&A, Regulation D Rule 506 Offering: New Jersey
Blue Sky Q&A, Regulation D Rule 506 Offering: New York
Blue Sky Q&A, Regulation D Rule 506 Offering: North Carolina
Blue Sky Q&A, Regulation D Rule 506 Offering: Ohio
Blue Sky Q&A, Regulation D Rule 506 Offering: Pennsylvania
Blue Sky Q&A, Regulation D Rule 506 Offering: Texas
Blue Sky Q&A, Regulation D Rule 506 Offering: Virginia
July 2013
Practice Notes
Standstill Agreements in Public M&A Deals
Standard Documents and Clauses
Securities Purchase Agreement
Buy-sell Agreement (Russian Roulette): LLCs
Checklists
General Solicitation Checklist: What to be Thinking About Now
Preparing Minutes: Checklist
Articles
Dodd-Frank at Three: Where Are We Now?
Webinars
What Do the New General Solicitation Rules Really Mean for Private Capital Raising?
June 2013
Practice Notes
Securities Act Restrictive Legends and Rule 144 Sales
Limited Liability Companies and the Bankruptcy Code
Finance Fundamentals: Actual v. Constructive Fraudulent Conveyance
What's Market: Disclosure on Conflict Minerals Risks 2013
Standard Documents and Clauses
Purchase Agreement: Rule 144A/Regulation S Offering of Non-convertible Debt (US Issuer)
Checklists
Form Check Guide: Form 10-Q Checklist
Articles
Deal Protections in Second Quarter Public M&A Buyouts
Expert Q&A on Accredited Crowdfunding
A New Chapter for Chapter 11?
New Guidance for Drafting and Negotiating the Standard of Care in LLC Agreements
Spring Surge in Initial Public Offerings
May 2013
Practice Notes
Unclaimed Property: Holder Beware
Rule 10b5-1 Trading Plans
Standard Documents and Clauses
Audit Committee Self-evaluation
Compensation Committee Self-evaluation
Nominating and Corporate Governance Committee Self-evaluation
Subscription Agreement: Private Placement of Debt Securities (Regulation D)
Rule 144 Opinion: Non-affiliate Sale of Restricted Shares
Rule 144 Opinion: Affiliate Sale of Restricted Shares
Certificate of Amendment of Certificate of Incorporation (NY)
Investor Wall-crossing Script with Confidentiality/No Trade Agreement (One-Way E-mail)
Investor Wall-crossing Script with Confidentiality/No Trade Agreement (Two-way E-mail)
Checklists
Audit Committee Requirements and Responsibilities Checklist
Rule 10b5-1 Plans: Best Practices Checklist
Articles
Restatements Steadily on the Rise at Large Companies
Automatic Stay Waivers: Are They Enforceable?
Understanding Tax Receivable Agreements
Crowdfunding Right Now: Alternatives to Title III of the JOBS Act
April 2013
Practice Notes
Using Option Structures to Reduce Buyer Risk in Pharmaceutical M&A Deals
Standard Documents
Certificate of Ownership and Merger (DE): Parent into Subsidiary
Certificate of Ownership and Merger (DE): Subsidiary into Parent
Forbearance Agreement
LLC Agreement (Two Member, Managing Member-Managed)
Checklists
Company Name Change Checklist
Voluntary Filers: SEC Reporting Requirements Chart
Articles
Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2013 Edition)
JOBS Act First Anniversary
State Q&As
Corporation Law: Missouri
Corporation Law: Montana
Webinars
What's Market: Webinar on Reverse Break-up Fees and Specific Performance in 2012
March 2013
Practice Notes
Iran Disclosure Tracker: The First 100 Filings
Iran Sanctions Disclosure in SEC Periodic Reports
Conflict Minerals Rule Compliance Resources
Using a Glossary to Enhance Prospectuses and Other Public Filings
Toolkits
Conflict Minerals Rule Compliance Toolkit
Standard Documents and Clauses
Certificate of Designation of Preferred Stock (Convertible, Double-dip Participating)
Checklists
Qualitative Listing Requirements Chart: New York Stock Exchange
Articles
DIP Financing Trends in the Aftermath of the Financial Crisis
Market Roundup: Political Contributions Policies
Market Roundup: Conflict Minerals Policies
State Q&As
Corporation Law: Wisconsin
Corporation Law: New Hampshire
Corporation Law: Oklahoma
Corporation Law: West Virginia
February 2013
Practice Notes
Chapter 15 Overview: US Bankruptcy Cases Ancillary to Foreign Proceedings
Financial Reporting in the US: Basic Concepts
Social Media Compliance with Securities and Disclosure Laws
Financial Reporting in the US: Key Topics for Corporate Counsel
Forbearance Agreements: Key Issues and Provisions
Standard Documents and Clauses
Sample Policy and Procedures for the Granting of Equity-based Awards
Social Media Guidelines (Public Company Long Form)
Social Media Guidelines (Public Company Short Form)
Articles
Board Agenda: Focal Points for 2013
State Q&As
Corporation Law: Tennessee
Corporation Law: Minnesota
Corporation Law: Indiana
Webinars
What's Market: Webinar on 2012 Public M&A Trends and Highlights
What's Market Database
What's Market Underwriting Agreement Database
January 2013
Practice Notes
Finance Fundamentals: Voluntary v. Involuntary Bankruptcy
The Involuntary Bankruptcy Process
Standard Documents and Clauses
Regulation FD Policy
Board Resolutions: Declaration of Dividend of Property or Assets
Confidentiality Agreement: Early-Stage Company (Unilateral, Pro-Discloser)
Checklists
Guide to Requirements for Submitting Data to the NYSE: Checklist
Delaware Entity Conversion Checklist
Articles
Delaware Courts Tackle Standards of Review for Directors; Results May Vary
What's Market: 2012 Public M&A Wrap-up
Director Compensation: A Survey of Certain Practices at Emerging Growth Companies
State Q&As
Corporation Law: Vermont