Publicly Held Corporations

InPublicly Held Corporations: Law and Practice, Howard M. Friedman provides readers with an introduction to the vast array of legal material that governs the several thousand largest economic entities in the United States publicly held corporations and their real-world operational characteristics. Written from the perspective of the transactional lawyer,Publicly Held Corporationscovers issues of financing the publicly held company, including use of commercial paper, the role of rating agencies, use of bank loans and legal requirements for follow-on stock offerings. Extensive attention is given to the shareholders' role in governance matters, the special role of institutional investors, the complex system of street-name ownership of shares and SEC proxy rules. The book also examines the array of protections for shareholders as investors. The increasingly important role of independent directors is examined in detail, as is the committee structure of modern corporate boards and director liability. Executive compensation and trading in shares by company executives are both examined. Issues of corporate structure to avoid piercing the corporate veil are explained. Separate chapters on friendly acquisitions and hostile tender offers simplify this complex field. Finally, special ethical obligations of corporate counsel are examined in detail. The book was completed several months after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act and integrates the vast amount of new regulation imposed by that statute into a broader perspective.

Howard M. Friedman is distinguished Professor of Law Emeritus at the University of Toledo. He has written three other books and numerous articles on corporate and securities law as well as in other areas of law. He received his B.A. from Ohio State University, his J.D. from Harvard Law School and an LL.M. degree from Georgetown University. Before entering teaching, Prof. Friedman worked at the Securities and Exchange Commission. He has also taught at the University of North Dakota, Case Western Reserve University, St. John's University and Notre Dame University. He has served as chairman of the Ohio State Bar Association Corporation Law Committee and has testified before Congress and state legislative committees. In 2002 he was awarded the Outstanding Research Award by the Ohio State Bar Foundation. He has spoken at continuing legal education programs around the country.

Introduction	p. ix
What Makes Publicly Held Corporations-and Corporate Lawyering-Different?	p. 1
The Myth of Shareholders as "Owners" in the Publicly Held Corporation	p. 3
The Publicly Held Corporation as a Political Force	p. 6
Financing in the Publicly Held Corporation	p. 11
Financing Operations through Retained Earnings	p. 11
The Role of Bank Loans	p. 14
Commercial Paper	p. 14
Funded Debt	p. 15
Rating Agencies and Credit Default Swaps as Investor Protections	p. 20
Preferred Stock	p. 21
Follow-On Common Stock Offerings	p. 24
Corporate Reorganizations under the Bankruptcy Code	p. 26
Shareholders' Governance Role in the Publicly Held Corporation	p. 29
An Introduction to the Role of Shareholders	p. 29
Nominating and Electing Directors	p. 31
Staggered Boards and Dual-Class Capitalization	p. 35
Shareholder Voting Beyond Election of Directors	p. 36
Record Ownership, Street-Name Ownership, and Vindicating the Right to Vote	p. 41
Empty Voting	p. 44
The Watchdog Role of Institutional Investors	p. 46
SEC Proxy Rules-the Meeting Notice and Proxy Statement	p. 48
Shareholder Proposals-Rule i4a-8	p. 50
Form of Proxy	p. 54
The Annual Report to Shareholders	p. 56
Passing through Information to Beneficial Owners	p. 57
Conducting the Shareholders' Meeting	p. 58
Proxy Fights and "Withhold Vote" Campaigns	p. 60
Protecting the Shareholder as Investor	p. 63
The SEC's Periodic Reporting Requirements	p. 65
SEC Enforcement of Filing Requirements	p. 67
The Integrity and Reliability of Company Financial Statements	p. 68
Press Releases, Online Disclosures, and the "Informal" Disclosure System	p. 74
Rule iob-5 Liability for Misleading Press Releases	p. 78
Special Rules for Class Actions Alleging Securities Fraud	p. 82
The Role of Directors in Publicly Held Corporations	p. 85
Director Decision-Making and the Business Judgment Rule	p. 86
Directors' Oversight Role	p. 88
Duty of Loyalty-Conflicts of Interest on Publicly Held Boards	p. 92
Duty of Candor in Communicating with Shareholders	p. 95
Operation and Structure of Public Company Boards	p. 96
The Increasingly Important Role of Independent Directors	p. 99
Enforcing Directors' Duties through Derivative Suits	p. 101
Limiting Liability of Outside Directors	p. 108
Indemnification	p. 109
Director and Officer Liability Insurance	p. 113
Corporate Executives	p. 115
Selection and Tides of Corporate Officers	p. 115
Conduct and Duties of Corporate Officers	p. 116
Executive Compensation	p. 120
Stock Sales by Officers and Directors-Securities Act of 1933	p. 130
Insider Trading:-Introduction	p. 131
Section 16: Reporting and Short-Swing Trading	p. 132
Rule rob-5: Classical and "Constructive" Insiders	p. 134
Rule iob-5: Tradingby "Tippees"	p. 136
Misappropriation of Material Undisclosed Information	p. 138
Criminal Prosecution of Insider Trading	p. 140
SEC Civil Enforcement of Insider Trading Rules	p. 140
Private Actions under Rule iob-5	p. 141
Structuring the Corporate Enterprise	p. 145
Integration of Subsidiaries-Consolidated Financial Statements and Consolidated Tax Returns	p. 147
Transactions with Majority-Owned Subsidiaries	p. 148
Piercing the Corporate Veil-Introduction	p. 151
The Rationales for Piercing	p. 151
Parent-Subsidiary Piercing in the Courts	p. 154
Preemptive Corporate Planning	p. 156
Alternative Theories of Parent Liability	p. 160
Equitable Subordination-an Alternative to Piercing	p. 160
Piercing for Other Reasons	p. 161
Mergers, Asset Acquisitions, Share Acquisitions, and Exchange Offers-the Friendly Transaction	p. 165
Structuring the Transaction	p. 166
The Statutory Merger or Consolidation	p. 166
Asset Acquisition	p. 173
Dissenters' Rights of Appraisal	p. 177
De Facto Merger Doctrine	p. 178
Exchange Offers and Stock Purchases	p. 179
Securities Law Requirements	p. 181
Tax Treatment of Business Combinations	p. 183
Accounting	p. 184
Antitrust	p. 184
Challenging the Fairness of Friendly Mergers and Acquisitions	p. 186
Hostile Tender Offers	p. 193
The Williams Act	p. 194
Directors' Duties in Fending off and Defending against Tender Offers	p. 203
The Mechanics of Tender Offer Defenses	p. 105
Poison Pills	p. 211
State Anti-Takeover Statutes	p. 113
TheRoleofthe Corporate Lawyer	p. 217
The Special Roles of In-House Counsel	p. 218
Who Is the Client?	p. 219
The Lawyer-Client Privilege in die Corporate Context	p. 211
SEC Standards of Professional Conduct for Securities Lawyers	p. 223
Third-Party Legal Opinions, Negative Assurances, and Responses to Auditors' Requests	p. 227
The Lawyer as Managements Advisor	p. 229
Table of Cases	p. 233
Table of Statutes, Rules and Releases	p. 239
Index	p. 247
Table of Contents provided by Ingram. All Rights Reserved.

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Publicly Held Corporations

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