Corporate Transactions Handbook: A Deal Structure Primer

by Lawrence Hsieh, Esq.

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  • Updated annually
  • 2 volumes, 1,470+ pages
  • ISBN# 978-1-57400-137-2

Corporate Transactions Handbook: A Deal Structure Primer

Corporate Transactions Handbook: A Deal Structure Primer

Prominent attorney Lawrence Hsieh provides an indispensable resource tool perfect for self-paced and self-directed learning. The treatise emphasizes the structural, legal and tax issues related to corporate transactions within two popular practice areas — Mergers and Acquisitions and Commercial Loans and Secured Transactions.

A practical and valuable resource, with more than 1,470 pages of content, the Corporate Transactions Handbook is a quick reference for busy junior to mid-level law associates and deal professionals to achieve a more thorough comprehension of the methods and strategy behind deal point fundamentals. Examine over 70 varieties of the most commonly used transactions and deal point tactics within the popular specialties of Mergers and Acquisitions and Commercial Loans and Secured Transactions.

Important features of the most recent supplement include:

  • New Chapter 15, which discusses the Securities Act registration process. Some of the discussed subtopics include:
    • The three main phases of the Securities Act registration process, including the pre-filing "quiet period", the post-filing "waiting period," and the post-effective period;
    • The main categories of issuers for Securities Act registration purposes, including Well-Known Seasoned Issuers (WKSIs), seasoned issuers, non-seasoned issuers, non-reporting issuers, and ineligible issuers (Chapter 15 also includes a discussion of Emerging Growth Companies (EGCs));
    • Key Securities Act publicity restrictions during the registration process, which aim to protect investors against communications, such as illegal offers and non-conforming prospectuses, that do not meet the disclosure standards of the Securities Act;
  • New Chapter 16, which provides glossary-style descriptions of common types of securities offerings. Some of the discussed transactions include:
    • Initial Public Offerings (IPOs);
    • Follow-on Offerings;
    • Primary Offerings;
    • Secondary Offerings

Lawrence Hsieh, Esq. is a corporate attorney at the Practical Law Company and a graduate of the University of Chicago Law School. He received his degree in mechanical engineering from Cornell University. Lawrence writes a regular column for The New York Law Journal on contract drafting.

» View Full Table of Contents [PDF]


Part I Equity Financing

Chapter 1: How Do Companies Finance Their Businesses?

Chapter 2: Equity Financing Versus Debt Financing

Chapter 3: Key Concepts And Terminology

Chapter 4: A Quick Word On The Federal Securities Law Impact On Securities Offerings/Equity Financing

Chapter 5: A Quick Word On Equity Compensation

Chapter 6: A Quick Word On Nonqualified Deferred Compensation (NQDC)

Chapter 7: A Quick Word On Basic ERISA Requirements

Chapter 8: Securities Law Impact On Equity Compensation

Chapter 9: A Quick Word On Qualified Plans

Chapter 10: Types Of Equity

Part II Securities Law Primer

Chapter 11: Securities Law Introduction And Effect On Transactions

Chapter 12: Securities Act Of 1933

Chapter 13: Securities Act Exempt Securities

Chapter 14: Securities Act Exempt Transactions

Chapter 15: Securities Act Registration Process [Reserved]

Chapter 16: Common Securities Offerings In The Marketplace [Reserved]

Chapter 17: Securities Exchange Act Of 1934

Chapter 18: Exchange Act Tender Offer Regulation

Chapter 19: [Reserved]

Chapter 20: [Reserved]


Part III Mergers and Acquisitions

Chapter 21: Introduction To Mergers And Acquisitions

Chapter 22: Liabilities

Chapter 23: Consents

Chapter 24: Tax Consequences

Chapter 25: Key Deal Point Issues

Chapter 26: Transaction Types—Detailed Discussions

Chapter 27: Securities Law Aspects Of Mergers And Acquisitions

Chapter 28: Applicability Of Securities Laws To Various M&A Transactions

Chapter 29: Takeover Offensive Tactics [Reserved]

Chapter 30: Takeover Defenses

Chapter 31: [Reserved]


Part IV Debt Financing—Commercial Loans, Secured Transactions and Consumer Finance

Chapter 32: Introduction To Commercial Loans And Secured Transactions

Chapter 33: Basic Loan Transaction Structures

Chapter 34: Key Deal Point Issues

Chapter 35: Secured Transactions .

Chapter 36: Transaction Types—Detailed Discussions

Chapter 37: Real Property Mortgages

Chapter 38: Consumer Finance [Reserved]


Part V Debt Financing—Structured Finance—Securitization

Chapter 39: Structured Finance— Securitization

Chapter 40: The Basic Economics Of Securitization

Chapter 41: Key Deal Point Issues

Chapter 42: Securities Law Aspects Of Securitization [Reserved]

Chapter 43: Classes Of Assets Commonly Securitized

Chapter 44: Transactions—Detailed Discussions


Part VI Pooled Investment Vehicles

Chapter 45: What Are Pooled Investment Vehicles?

Chapter 46: Fundamental Securities Law Aspects Of Pooled Investment Vehicles

Chapter 47: Types Of Pooled Investment Vehicles—Detailed Discussions


Part VII Derivatives—A Graphical Approach

Chapter 48: What Are Derivatives?

Chapter 49: Types Of Derivatives—Detailed Discussions


Part VIII Insurance

Chapter 50: Insurance—Primary Market


Part IX Appendices

Appendix A: Method Of Raising Capital— Equity

Appendix B: Method Of Raising Capital— Debt

Appendix C: Miscellaneous Forms

Appendix D: Issuer Transaction Exemptions Chart


Part X Indices

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