Corporate Transactions Handbook: A Deal Structure Primer

by Lawrence Hsieh, Esq.

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  • Updated annually
  • 2 volumes, 1,360+ 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 1,360 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 this supplement include:

  • New Chapter 18 which discusses tender offer regulation under the Securities Exchange Act of 1934. Discussed subtopics include:
    • How tender offers can be classified (e.g., hostile versus friendly, third-party versus self-tender, cash versus exchange offers, and equity versus debt);
    • Judicially developed tender offer definitions, including the Wellman Eight-Factor Test and the Hanson Trust Test;
    • The Exchange Act tender offer regulatory environment, including the general requirements of Regulations 14E and 14D, and Rules 13e-4 and 13e-3; and
    • Key tender offer documentation, including Schedule TO, Schedule 14D-9 and Schedule 13E-3.

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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