Whether your transaction is completed by LBO, merger, sale or reverse stock split, Going Private provides the practical and thorough analysis you need to help it survive scrutiny under governing legal standards. Going Private offers pointers on structuring the transaction, preparing the proxy statement and Schedule 13E-3, and defining the roles of the board of directors and committees, independent directors, attorneys, and financial advisors. In addition, it analyzes the entire fairness rule and shifting the burden of proof, state anti-takeover legislation, leveraged buyouts, fairness opinions, squeeze-outs, restructurings, going dark, and the applicability of the business judgment rule to hostile bids for control. The book also provides charts of the principal terms of recent merger and acquisition transactions, and discusses the impact of recent court decisions relating to material adverse change clauses and acquisitions. Book Ⱦ looseleaf, one volume, 1106 pages; published in 1982, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-015-9.
Arthur Borden's A Better Country demonstrates why America was right to confront Saddam Hussein. This book analyzes the public debate over Iraq to show how partisanship has obscured the purposes of the war effort and promoted a mistaken image of American power both domestically and abroad. A Better Country reminds us that, stretching back to the presidency of Jimmy Carter and before, there had been a broad consensus over the touchstone issues of Iraq, the Middle East and the unmentionable reality of oil--until political argument became degraded by charges of betrayal and wholesale deception. Taking by turn the key points of argument-from weapons of mass destruction and the inspectors to containment and the imminence of the threat from aggressive Iraq-Borden argues that even the Administration failed to present clearly the true nature of the security risks facing America. From George Bush and Hans Blix to Meet the Press and The New York Times, this book provides a lively account of how America--over its airways, through its newspapers and thus within its living rooms--argues out the great issues of the day. Written by a veteran World War II and of the many political crises since, this book is underlined by a personal narrative about the meaning of America and of American power at its best. It renews the principle that, in rising to address security risks in an uncertain world, America itself becomes a better county.
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