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]
SUMMARY TABLE OF CONTENTS
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
