Corporate Finance and the Securities Laws has been winning over practitioners with its clear "how to do it" approach ever since its publication in 1990. This acclaimed guide is now completely updated in this Sixth Edition to help you meet the challenges of raising capital in today's increasingly regulated marketplace. Written in plain English by two top experts in the field - each with literally hundreds of successful deals under his belt, Corporate Finance and the Securities Laws is the "go to" resource which explains the mechanics of corporate finance together with the statutes that govern each type of deal. You'll receive expert corporate finance analysis, procedural guidance, and practical securities law pointers every step of the way to help you Structure all types of corporate finance deals - from public, private, and offshore offerings to corporate debt restructurings, commercial paper programs, raising capital, and asset-based securities transactions Root out problems before corporate finance deals are put in motion, with heads-up input on securities law prohibited practices, potential liabilities, conflicts of interest, due diligence concerns, and other red-flag issues Shepherd transactions through the corporate finance regulatory process with a clear understanding of applicable statutes and their implications in real-life situations Know what to do when securities law problems crop up - and find clear answers to the countless questions that develop in the course of a corporate finance deal Close deals, raising capital in a timely manner and work shoulder to shoulder with clients to accomplish your corporate finance objectives

Corporate Finance and the Securities Laws, the best-selling classic on investment banking and securities regulation, is now available in an expanded and completely updated second edition by Charles J. Johnson, Jr., the original author, and Joseph McLaughlin, a partner at Brown & Wood LLP and former General Counsel at Goldman, Sachs & Co.

The highly anticipated Third Edition of Corporate Finance & the Securities Laws is a fully updated version of this classic work by two premier experts in the world of corporate finance. The book explains the legal environment in which capital markets transactions take place as well as explaining the transactions themselves and how professionals can manage the transaction and get it done. Some highlights in the Third Edition are: Underwriting practices the registration and distribution process Private placements Shelf registrations International finance Commercial paper Innovative financial products and asset-backed securities the Third Edition also includes updates on many important developments in corporate finance, including: New standards for IPO allocations the reduced role of analysts in securities offerings driven by reforms separating the interaction of research analysts And The investment bankers who bring in new business an updated look at MD&A (Management Discussion & Analysis) A new chapter focusing on asset-backed securities Sarbanes-Oxley's effects on disclosure requirements and due diligence the growing trend of On-line offerings Dealing with 'gun-jumping' problems Electronic delivery of offering documents New emphasis on financial statement due diligence New NASD corporate financing rule New NASD rule on retention of new issues (formerly the 'hot issue' rule) Exiting the SEC reporting system Innovative financing techniques And The Commodity Futures Modernization Act of 2000 Short sales and equity derivatives Innovations in convertible, exchangeable and equity-linked securities Amended Rule 10b-18 and more

The sixth edition of Legal Aspects of Corporate Finance is practice-oriented, containing the actual text of various corporate finance documents, such as debentures, indentures, preferred stock terms, convertible security provisions, and acquisition agreements. The book presents a number of new cases spawned by the 2008 credit crises and the emergence of shareholder and debt market default activists. Those cases, as well as the ones which have been retained, demonstrate why particular provisions are included in the documents, and the legal effects of omitting such provisions. They also explain how legislatures and administrative agencies have addressed corporate and securities law issues. The sixth edition includes an expanded treatment of third party legal opinions which are often delivered in corporate finance transactions.

This casebook covers the basic elements of corporate finance, including capital formation transactions, distributions to security holders, mergers & acquisitions. This new edition contains sample documents, such as debentures, trust indentures, preferred stock provisions, convertible securities provisions, acquisitions agreements, as well as model provisions similar to those used by attorneys in corporate legal departments. Explanations accompany the sample documents & model provisions, describing the effect of their inclusion or exclusion. Documents appear in the text, not in appendices. Numerous challenging & integrated problems help students apply concepts & information to real-life settings. can be used by students who have not taken a Securities course & are otherwise unfamiliar with the basics. Corporate finance concepts, securities terminology & evaluation techniques are explained early in the book.