Corporate Practice Series Portfolio No. 83-3rd, Shareholder Proposals, examines the mechanics of Securities Exchange Act Rule 14a-8, the rule that is triggered when a shareholder submits a proposal to a corporation seeking to have it included in the corporation's proxy materials and voted on at the annual meeting of shareholders.
Corporate Practice Series Portfolio No. 68, Beneficial Ownership Reporting: Schedules 13D and 13G, provides a comprehensive discussion of the disclosure requirements set out under §§13(d) and 13(g) of the Securities Exchange Act of 1934.
Corporate Practice Series Portfolio No. 77-4th, The SEC Enforcement Process: Practice and Procedure in Handling an SEC Investigation, discusses practice and procedure in handling both informal and formal investigations by the Securities and Exchange Commission's Division of Enforcement.
Corporate Practice Series Portfolio No. 14-4th, Business Uses of the Freedom of Information Act, analyzes the federal statutory framework by which corporations and others, including public interest groups, may gain access to government-generated records or other records in the possession of government agencies.
Corporate Practice Series Portfolio No. 84-1st, Doing Business in States Other Than the State of Incorporation (Alabama Through Michigan), discusses when a corporation must obtain a certificate of authority and appoint a resident agent upon whom process may be served before doing business in a state other than the state in which it was incorporated.
Corporate Practice Series Portfolio No. 81-1st, Corporate Minutes, discusses the legal issues associated with the preparation and maintenance of corporate minutes for board of directors and committee meetings as well as shareholder meetings.
Corporate Practice Series Portfolio No. 79-1st, Special Committees of Independent Directors, discusses special negotiating committees, demand investigation committees, and special litigation committees.
Corporate Practice Series Portfolio No. 54-2nd, Indemnification and Insurance for Directors and Officers, discusses many of the issues involved in indemnifying and insuring corporate directors and officers against liability stemming from both judicial and administrative determinations.
Corporate Practice Series Portfolio No. 44-4th, Securities Law Aspects of Employee Benefit Plans, deals with the registration requirements under federal securities laws, as well as the executive compensation proxy disclosure and other reporting requirements, the short-swing profits recovery rules, and the application of tender offer requirements to executive compensation arrangements.
Corporate Practice Series Portfolio No. 6-4th, Responses to Takeover Bids: Corporate, SEC, Tactical, and Fiduciary Considerations, provides a comprehensive discussion of the law of takeover defense that will guide readers through the legal and strategic issues that confront target companies and other participants in takeover and merger situations.
Corporate Practice Series Portfolio No. 87-1st, Legal Ethics for In-House Corporate Counsel, discusses the ethical issues that can arise in a variety of situations that inside counsel commonly must deal with, such as multijurisdictional practice, internal investigations, negotiations, and supervising paralegals.
Corporate Practice Series Portfolio No. 86-1st, Records Retention for Enterprise Knowledge Management, explains how and why businesses should create, review, and/or update their records retention plans to ensure proper records management and to comply with regulatory requirements in today’s world of electronic data.
Corporate Practice Series Portfolio No. 85-1st, Doing Business in States Other Than the State of Incorporation (Minnesota Through Wyoming), discusses when a corporation must obtain a certificate of authority and appoint a resident agent upon whom process may be served before doing business in a state other than the state in which it was incorporated.
Corporate Practice Series Portfolio No. 82-1st, Third-Party Legal Opinions, discusses legal opinions in letter form that are addressed to someone other than the lawyer's client.
Corporate Practice Series Portfolio No. 73-2nd, Compensation Committees, addresses the purposes, duties, and legal responsibilities of compensation committees of the boards of directors of public companies.
Corporate Practice Series Portfolio No. 63-2nd, The Board of Directors, provides an overview of the problems and responsibilities facing the modern corporate board.
Corporate Practice Series Portfolio No. 49-5th, Audit Committees, covers the establishment and maintenance of effective audit committees after the Sarbanes-Oxley Act of 2002 as well as the historical development of audit committees prior to 2002.
Corporate Practice Series Portfolio No. 22-4th, Attorney-Client Privilege and Work-Product Doctrine: Corporate Applications, traces the historical development of the attorney-client privilege and the work-product doctrine and explains in detail their purposes, availability to corporations, scope of protection, and relation to each other.
Corporate Practice Series Portfolio No. 12-5th, Annual Meeting of Shareholders, describes the process of planning and conducting an annual shareholders' meeting for a public corporation.
Corporate Practice Series Portfolio No. 1-4th, The Delaware Corporation: Legal Aspects of Organization and Operation, describes the basic legal aspects of organizing and operating a Delaware corporation.
Corporate Practice Series Portfolio No. 38-5th, Appraisal Rights in Mergers and Consolidations, examines the statutory appraisal process and the determination of “value.”
Corporate Practice Series Portfolio No. 7-3rd, Corporate Stock Repurchases and Going Private, summarizes the basic legal rules and practical considerations applicable to equity securities repurchase transactions under state law and federal securities laws, and briefly summarizes relevant federal tax law considerations.
Corporate Practice Series Portfolio No. 65-2nd, Avoiding Classification as an Investment Company: Exemptions and Exclusions for Business Corporations, examines the Investment Company Act of 1940, which is intended to regulate entities that pool money contributed by the public for the purpose of investing in securities, with a view to avoiding regulation of business corporations by the Act.
Corporate Practice Series Portfolio 74-2nd, Unclaimed Property, discusses the law concerning unclaimed property, which has been in effect in the various states, in one form or another, since at least the early 1800s, but which has become in recent years a much more important source of revenue to the states, and, therefore, a much more serious matter for corporations.
Corporate Practice Series Portfolio No. 78, The Takeover Law of Delaware, analyzes Section 203 of Delaware's General Corporation Law, which was adopted to encourage fully priced tendered offers and negotiated acquisitions and discourage highly leveraged takeovers of corporations.
Corporate Practice Series Portfolio No. 19-3rd, The Sale of Corporate Control, analyzes the transfer for consideration of the control block of corporate voting securities and the subsequent vesting of control of the new owner.
Corporate Practice Series Portfolio No. 75, Stock Options and Other Equity-Based Compensation Arrangements, outlines and analyzes the tax, corporate, securities, and accounting considerations that are relevant when establishing and maintaining an equity-based compensation plan.
Corporate Practice Series Portfolio No. 61-3rd, Negotiated Acquisitions, discusses the planning requirements and transactional mechanics of acquiring a company through a negotiated acquisition.
Corporate Practice Series Portfolio No. 46-3rd, Resales of Restricted Securities Under SEC Rules 144 and 144A, describes the background and operation of Securities and Exchange Commission Rules 144 and 144A.
Corporate Practice Series Portfolio No. 58-3rd, Regulation S: The Safe Harbor for Offshore Securities Transactions, analyzes the exemptions provided by Regulation S from the registration and prospectus delivery requirements of Section 5 of the Securities Act of 1933.
Corporate Practice Series Portfolio No. 80-2nd, Protecting the Corporate Creditor Under the Bankruptcy Code, discusses the legal issues that corporate creditors must deal with when doing business with debtors who are in bankruptcy, or debtors who are considering filing for bankruptcy.
Corporate Practice Series Portfolio No. 15-4th, Inside Information: Prevention of Abuse, addresses the obligations of a U.S. public company and its insiders arising from the possession of material nonpublic information concerning the company or its securities.
Corporate Practice Series Portfolio No. 60-2nd, Initial Public Offerings, examines the transactional aspects and regulatory requirements of an initial public offering of securities.
Corporate Practice Series Portfolio No. 62-3rd, ESOPs in Corporate Transactions, provides a comprehensive discussion of the significant roles employee stock ownership plans can play in both simple and complex corporate transactions.