"Going Private" also offers pointers on structuring the transaction, drawing up the proxy statement, and defining the roles of the independent directors, attorneys and financial advisers involved. In addition, it analyzes the fairness rule and burden shifting, state antitakeover legislation, leveraged buyouts, shareholder reliance on fairness opinions provided to the board of directors by financial advisers, squeeze-outs, restructurings, the concept of the "level playing field," the duty of loyalty owed by directors to shareholders of a corporation, applicability of the business judgment rule when the board of directors resists a hostile bid for control, an overview of the SEC’s "Regulation M-A Release," and the impact of recent court decisions. This book is updated as needed, generally two times each year.
