Contents - What do businesses do and what do lawyers for businesses do? -- What is a sole proprietorship and how does it work? -- What is a partnership and how does it work? -- What is a corporation and how does a business become a corporation? -- How does a corporation operate? -- How does a business structured as a corporation grow? -- How to the owners of a corporation make money? -- What are the various "endgames" for the corporation, its shareholders, its managers? -- What is a limited partnership and how does it work? -- What is a limited liability company and how does it work?

Not kept up to date after 2007. Available online via the VitalLaw (formerly Cheetah) database through UW - Madison.

Extra reports periodically issued, shelved at end of set.

Contents - Mergers and acquisitions : the basics -- Private equity and venture capital investments : the basics -- Public securities offerings : the basics -- Simple debt transactions -- Organizing and conducting due diligence -- Drafting disclosure schedules -- Organizing transaction closings -- General corporate counsel and maintenance -- Entity formation : the basics -- Taking board minutes and drafting board resolutions -- Drafting agreements -- Public company compliance work : the basics -- Issuing securities : the basics -- Prepare the working group list -- Handle document production at the financial printer -- Administering a company's stock ledger -- Organizational advice.

Contents - Overview -- Joining a board of directors -- Responsibilities, rights, and duties of a corporate director -- Risk management, compliance, and oversight -- Board structure, process, and operations -- Committees of the board -- Audit committee -- Compensation committee -- Nominating and governance committee -- Relationship between the board of directors and shareholders -- Duties under the federal securities laws -- Liabilities, indemnification, and insurance.

This Hornbook is an indispensable resource for both legal practitioners focusing on business and finance as well as students taking classes in business associations, corporate finance, securities regulation and mergers and acquisitions. The book expertly lays out the fundamentals of corporate finance from a legal and business perspective in a manageable, user-friendly manner. The author highlights how accounting, finance and corporate law intersect and operate synergistically. The book provides an in-depth analysis of how the law affects both equity securities (common stock and preferred stock) and debt securities (bonds, debentures and notes), as well as a company's capital structure generally. New to the Second Edition is a substantial chapter focused on raising capital through the issuance of securities through both registered public offerings under the Securities Act of 1933 and transactions exempt from Securities Act registration. The SEC's integration of multiple securities offerings is also covered.

This up-to-date and comprehensive title covers the entire field of corporate finance, including changes stemming from the Dodd-Frank Act. In addition to discussing accounting and valuation concepts, it provides extensive coverage of the legal and financial underpinnings of debt securities, preferred and common stock, and derivative instruments (options, forward contracts, futures contracts and swap contracts). It also provides sample valuation problems, answers, and explanations. Written in "plain-English," you will find the work particularly useful, with or without any business background.

Available through Credo Reference Premium database.

Also available online via VitalLaw (formerly Cheetah) database.

Introduction -- Commonly used terms and abbreviations -- HSR control tests/ultimate parent entity (Interpretations 1-21) -- Size of transaction threshold test (Interpretations 22-78) -- Size of person threshold test (Interpretations 79-96) -- Exemptions (Interpretations 97-166) -- HSR form/process (Interpretations 167-237) -- Enforcement actions (Interpretations A-CCC) -- Index

Contents
Introduction to securities markets and regulation -- Definition of security -- Materiality -- Registration of securities offerings -- Exemptions from Securities Act registration -- Securities Act liability -- Secondary and other postoffering distributions -- Securities Exchange Act of 1934 -- Rule 10b-5 -- Insider trading -- Regulation of securities industry -- Public enforcement -- U.S. regulation of cross-border securities transactions.

Regulation of public offerings -- Introduction to the regulation of publicly-held companies -- Antifraud provisions -- Regulation of the securities business Regulation of investment companies and investment advisers -- Sanctions for violations -- Civil liabilities -- Extraterritorial application -- State regulation

No updates since 2007. There is a 3rd edition, 2008. UW Law Library did not purchase.

Westlaw Resource. SECBLUE
Blue Sky Law is a comprehensive treatise on state securities regulation.

Subscription cancelled after Dec. 2004. Available online via VitalLaw (formerly Cheetah).

Agency -- Partnerships -- The nature of the corporation -- The limited liability company -- The duties of officers, directors, and other insiders -- Problems of control -- Mergers, acquisitions, and takeovers -- Corporate debt

What do businesses do and what do lawyers for businesses do? -- What is a sole proprietorship and how does it work? -- What is a partnership and how does it work? -- What is a corporation and how does a business become a corporation? -- How does a corporation operate? -- How does a business structured as a corporation grow? -- How to the owners of a corporation make money? -- What are the various "endgames" for the corporation, its shareholders, its managers? -- What is a limited partnership and how does it work? -- What is a limited liability company and how does it work?

Valuing the firm and its securities -- Debt financing -- Financing with hybrid securities -- Equity capital structure: payout policy and ownership stakes -- Mergers and acquisitions -- Appendices

Internet Link: (Choose Securities Tab) CCH Internet Research Library
Print subscription not kept up to date after July 2013.

Library owns the 2012 edition.

Includes 2016 supplement.

"This Hornbook is a one volume version and a substantial abridgement of my seven volume Treatise on Securities Regulation (Practitioner's Edition). The Hornbook is designed for students but can also serve as a desk book for lawyers desiring an overview of the law"--Page v.

Overview of the applicable U.S. antitrust laws -- U.S. enforcement policy and procedure -- The role of adverse competitive effects in merger analysis -- Relevant market and concentration -- Coordinated and unilateral anticompetitive effects -- Demonstrating absence of anticompetitive effects -- Efficiencies -- Potential defenses -- Partial acquisitions -- Potential Competition Doctrine -- Vertical mergers -- Conglomerate mergers -- Application of merger laws to multinational transactions -- Judicial relief and remedies

Scope of Article 9 -- Creation and perfection of enforceable Article 9 interests -- The bankruptcy trustee vs. the Article 9 claimant -- Priority conflicts -- Default and its consequences

Westlaw Resource. SECFEDCORP
Securities and Federal Corporate Law discusses securities law and regulation.

Westlaw Resource. SECFEDCLN
Securities and Federal Corporate Law Report, authored by Harold S. Bloomenthal, is a newsletter released 11 times annually providing expert analysis and commentary on major developments in securities law as they occur.

Wolters Kluwer Vitalaw

Kept up to date by revised volumes and an annual bound supplement.

Includes bibliographical references and index.

v. 1-2 shelved in Law Library Stacks KF1070 L6 2006
v. 3-10 shelved in Law Library Reserve Collection (Circulation Desk) KF1070 L6

last update 2000