Practical Law Corporate & Securities: 2012 Publications | Practical Law
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A list of new Practical Law Corporate & Securities resources published in 2012.
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Practical Law Corporate & Securities: 2012 Publications
Practical Law Help and Information Notes 9-523-4674
(Approx. 15 pages)
Practical Law Corporate & Securities: 2012 Publications
by Practical Law Corporate & Securities
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A list of new Practical Law Corporate & Securities resources published in 2012.
PLC Corporate & Securities: What's New
December 2012
Practice Notes
Acquisitions of a C-corporation versus S-corporation: Tax Consequences
Conflict Minerals Rule Challenge: Litigation Tracker
Preparing and Disclosing Financial Projections in Public M&A
Determining Materiality in Securities Offerings and Corporate Disclosure
Standard Documents
Memorandum to Board: Now That You Are Public
Plan of Complete Liquidation and Dissolution
Stock Ledger
Checklists
Is it Material?: Asking the Right Questions Checklist
Making Filings under FINRA Rule 5123: FINRA Guidance Checklist
New York Entity Conversion Checklist
Negotiating Comfort Letters: Key Steps Checklist
Articles
Recent Bidding Wars
November 2012
Practice Notes
Giving Good Earnings Guidance: What Every Public Company Should Know
Earnings Guidance FAQs
M&A Agreements in the Telecommunications Industry
Dissolving a Delaware LLC
Best Practices in Corporate Subsidiary Management
Standard Documents and Clauses
Limited Power of Attorney for Section 16 Reporting Obligations
Memorandum: Understanding Obligations under Section 16 of the Exchange Act
State Q&As
Corporation Law: Arizona
Articles
Recent Bidding Wars
October 2012
Practice Notes
Accounting, Auditing and Financial Reporting in the US: Governing Authorities
Auditing: An Overview
What's Market: Recent A/B Debt Exchange Offers (2012)
Finance Fundamentals: Setoff v. Recoupment (Bankruptcy Remedies)
Changing Transfer Agents: Company Action Items
Creditors' Recoupment Rights in Bankruptcy
Standard Documents and Clauses
Limited Guaranty (Buyout)
Regulation M-related Prospectus Disclosure
Checklists
Growth Equity Investments Checklist
Articles
Impact of 2013 Scheduled Tax Changes on Transaction Planning
Public Mining Company Disclosure: Common SEC Comments
Survey of JOBS Act Disclosure and Elections in Recent IPO Prospectuses
Designating Delaware: The Rise of Exclusive Forum Selection Provisions
Webinars
2012 Trends in Middle Market Private Equity-Sponsored M&A
September 2012
Practice Notes
Acquiring Pharmaceutical or Medical Device Manufacturers
Mid-year Public M&A Wrap-up
Standard Documents and Clauses
Indemnification Agreement (DE Public Company)
Undertaking to Repay Advancement of Expenses
Checklists
Comparison of Selected International Stock Exchange Charts
State Q&As
Corporation Law: South Carolina
Webinars
Conflict Minerals: Understanding the Final Rules and Preparing to Comply
August 2012
Practice Notes
Creditors' Setoff Rights in Bankruptcy
Regulation M: What the Deal Team Needs to Know
What's Market: M&A Agreements in the Oil and Gas Industry
What's Market: Lock-up Agreements and Lock-up Covenants 2012
M&A Agreements in the Banking Industry
Standard Documents and Clauses
Board Resolutions: Granting Execution Authority to Officers
Board Resolutions: Ratifying Prior Actions of Officers
Board Resolutions: Contributing Assets or Stock to a Wholly-owned Subsidiary
Board Resolutions: Accepting Contributions and Issuing Stock to Parent Company
Compensation Consultant Conflict of Interest Questionnaire
July 2012
Practice Notes
Preparing for Start-up and Smaller-business Capital Raising
What's Market: Disclosure on Conflict Minerals Risks 2012
What's Market: Risk Factors: Pharmaceutical & Biotechnology Industry
Chairman and CEO Split: Understanding the Pros and Cons
Lead Director: Understanding and Filling the Role
What's in a Name? Disclosure Implications for "Officers," "Executive Officers" and "Named Executive Officers" under SEC Rules
Growth Equity Investments
M&A in Media and Telecommunications: Key Issues and Considerations
Standard Documents and Clauses
Lead Director Charter
Combined Chairman and CEO Roles: Proxy Disclosure
Separate Chairman and CEO Roles: Proxy Disclosure
Board Resolutions: Amendment of By-laws
Board Resolutions: Declaration of Stock Dividend
Board Resolutions: Declaration of Cash Dividend
By-laws or Certificate of Incorporation: Delaware Forum Selection
Certificate of Amendment of Certificate of Incorporation (DE)
Checklists
Website Posting Requirements Chart
Articles
Term Loans and High Yield Bonds: Tracking the Convergence
Is Force the Vote Poised for a Comeback? Insights from the First Half of 2012
Innovations in Proxy Statements
June 2012
Practice Notes
The Art of the High-Yield Covenant: Financial Terms and Definitions Derived from the Income Statement
Critical Vendor Status in Bankruptcy
Choosing an International Stock Exchange
What's Market: M&A Agreements in the Insurance Industry
A Distressed Deal Buyer's Guide
Standard Documents
Stock Purchase Agreement (Transactions between Stockholders or Affiliates)
Minutes of the Board of Directors
Checklists
Emerging Growth Company Status and Smaller Reporting Company Status: Comparison Chart
Form 8-K Reporting Executive and Director Departures, Appointments and Compensatory Arrangements Checklist
State Q&As
Corporation Law: North Dakota
May 2012
Practice Notes
What's Market: Disclosing the Implications of the JOBS Act in IPO Prospectuses
Dividends, Redemptions and Stock Purchases
Standard Documents
SEC Transmittal Letter for Confidential Submission of EGC Registration Statement
Response to SEC Comments: EGC Registration Statement During and After Confidential Review
Asset Purchase Agreement (Pro-Seller Long Form)
Articles
The year of the dragon: M&A in China
JOBS Act: Benefits for Foreign Private Issuers
Social Media: What Boards Need to Know
FATCA: sweeping international tax obligations
State Q&As
Corporation Law: Utah
Corporation Law: Oregon
Corporation Law: Kentucky
Corporation Law: Alabama
Corporation Law: Georgia
Webinars
How Will the JOBS Act Affect Non-US Issuers?
April 2012
Practice Notes
Pharmaceuticals Industry Guide: 2012
What's Market: M&A Agreements in the Utilities Industry
Road Map to the Jumpstart Our Business Startups (JOBS) Act of 2012
JOBS Act: On-ramp to the Capital Markets for Emerging Growth Companies Summary
JOBS Act: Exchange Act Registration Thresholds Summary
JOBS Act: Regulation D and Rule 144A General Solicitation Summary
JOBS Act: Crowdfunding Summary
JOBS Act: Exemption for Certain Securities (Small Company Capital Formation) Summary
Finance Fundamentals: Ad Hoc Committees v. Official Committees
Securities Transfers and Proxy Voting
Series LLCs
Standard Documents
Stockholders Agreement (Multi-party; Private Equity)
Checklists
JOBS Act: Effective Dates of Provisions Chart
JOBS Act and FPIs: How the JOBS Act Applies to Foreign Companies Chart
Articles
A Quick Guide To The JOBS Act
Corporate Communications Using Social Media: Complying with Securities and Disclosure Laws
Doing the Deal with a Cayman Islands Company: Key Issues and Considerations
The Evolving Role of the Corporate Secretary
Impact of FATCA on Foreign Funds
Recent Hostile Takeovers and Proxy Contests
State Q&As
Corporation Law: Florida
March 2012
Practice Notes
What's Market: M&A Agreements in the Healthcare Industry
Finance Fundamentals: Debt Recharacterization v. Equitable Subordination
Registered MTN Programs: Establishing, Updating and Issuing
What's Market: M&A Agreements in the Aerospace and Defense Industry
Offshore Debt Offerings: US Tax Restrictions on Issuing Bearer Debt
Standard Documents
Memorandum: Internal Reporting Procedures for Material Events Potentially Triggering Form 8-K Filings
Form 8-K Reporting Responsibilities List
Checklists
Registered MTN Program Takedown Checklist
Registered MTN Program Update Checklist
Establishing or Recommencing a Registered MTN Program Checklist
Articles
What's Market: A Round-up of IPOs in 2011
Corporate Political Spending
State Q&As
Corporation Law: Texas
February 2012
Practice Notes
Financial Industry Guide: 2012
The Chapter 11 Gift Plan Strategy
US Transfer Pricing: Basic Rules
Updating Financial Statements: The Staleness Rules
Taxation of Corporations
Bank Directors: Legal Requirements and Duties
Standard Documents
Board Resolutions: Designating Section 16 Officers
Memorandum: Review of Representations and Warranties in a M&A Transaction
Checklists
Social Media and the Securities Laws: Best Practices Checklist
Articles
Litigation Contingency Disclosure under ASC 450: A Survey of 2011 SEC Comment Letters
2011 Year-end Public M&A Wrap-up
State Q&As
Corporation Law: Virginia
Corporation Law: Nevada
Corporation Law: State Q&A Tool
January 2012
Practice Notes
Developing Relationships with Proxy Advisory Firms
Appraisal Rights
What's Market: Supplemental Proxy Solicitation Materials Responding to Negative Vote Recommendations
Piercing the Corporate Veil
Filing Rule 424 Prospectuses in Securities Offerings
Finance Fundamentals: Preferences v. Fraudulent Conveyances
M&A Transactions in the Aerospace and Defense Industry: Key Issues and Considerations
Checklists
Handling ISS Proxy Voting Recommendations
Qualitative Listing Requirements Chart: NASDAQ Stock Market
Articles
The Eurozone Crisis and Eurobond Documentation
Top Ten Topics for Directors in 2012
State Q&As
Corporation Law: California
Corporation Law: Maryland
Corporation Law: Colorado
Corporation Law: Ohio