Model Rules of Professional Conduct


Book Description

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.













Insights


Book Description




A Giant Cow-Tipping by Savages


Book Description

Modern mergers and acquisitions, or M&A as it's more commonly known, is a new phenomenon. The buying and selling, the breaking up and combining of companies-the essence of M&A-has been a part of commerce throughout history, but only in our era has M&A itself become a business. In 2007, before the recession hit, it was a $4.4 trillion global enterprise. And yet, it remains largely unexplored. Discrete stories have been pulled from the annals of M&A, both true and fictionalized, that have become touchstones for wealth and excess. Who can forget Gordon Gekko and his "Greed is Good" speech? But while there have been a few iconic characters and tales to emerge, no one has told the rich history of M&A, until now. This is a look into that world and the people who created it. This reads like Dallas meets Wall Street, told through an intriguing narrative that not only brings to light in gritty detail all of the back room drama of such powerful players as Carl Icahn and Ronald Perelman, Marty Lipton and Joe Flom, Jimmy Goldsmith and Sumner Redstone, but also reveals how the new generation, including activist whirlwind Bill Ackman and iconoclastic new Delaware judge Leo Strine, will dominate the next tsunamic, and imminent, M&A boom.




Going Private


Book Description

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.




Glazer and FitzGibbon on Legal Opinions


Book Description

Now you can draft and defend accurate, well-supported third party legal opinions with complete confidence! In Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting, and Supporting Closing Opinions in Business Transactions, Third Edition, three outstanding authorities give you intensely practical guidance - including sample opinion language throughout the text - that shows you how to determine which versions of the standard opinion clauses you should use, establish the factual basis for the opinion, and take all the steps necessary to support your opinion. The authors describe customary practice and its implications, identify areas of uncertainty and suggests how disputed areas should be resolved. Extensive appendices reproduce all the ABA and TriBar Opinion Committee Reports, as well as all the Bar Association reports of various states. This valuable information is also included on a bonus companion CD-ROM.