Practical Law Corporate & Securities: 2016 Publications | Practical Law
A list of resources published by Practical Law's Corporate & Securities team in 2016.
Enter to open, tab to navigate, enter to select
US Home
Global Home
NEW
Sign in
Sign in
All content
Search:
Search Westlaw
Search Tips
Advanced
Practical Law Corporate & Securities: 2016 Publications
Practical Law Help and Information Notes w-005-2389
(Approx. 20 pages)
Practical Law Corporate & Securities: 2016 Publications
by Practical Law Corporate & Securities
Related Content
Maintained
•
USA (National/Federal)
A list of resources published by Practical Law's Corporate & Securities team in 2016.
Practical Law Corporate & Securities: 2016 Publications
December 2016
Practice Notes
Mitigating Broker-Dealer Conflicts of Interest
Net Investment Income Tax
Non-Profit Governance Standards (501(c)(3) Public Charity): Overview
Public Benefit Corporations (DE)
Seller Due Diligence for a Private Equity Portfolio Company
Standard Documents
Interim Consortium Agreement
Memorandum to Board: Key Issues When Considering a CEO/Chair Split
Letter of Intent: 50/50 Joint Venture
Letter of Intent: Majority/Minority Joint Venture
Letter of Intent (US Style): Cross-Border Asset Acquisition
Tax Opinion for Reorganization (Merger)
Underwriting Agreement: Initial Public Offering of American Depositary Shares (Foreign Private Issuer)
Underwriting Agreement: Initial Public Offering of Common Stock (Foreign Private Issuer)
Operating Agreement (Multi-Member, Manager-Managed) (Short Form) (CA)
Company Agreement (Multi-Member, Manager-Managed) (Short Form) (TX)
Unanimous Written Consent of the Members in Lieu of Organizational Meeting (TX)
Standard Clauses
Anti-Corruption Representations and Warranties (US Style): Cross-Border Acquisitions
Certificate of Incorporation (DE): Public Benefit Corporation Provisions
Purchase Agreement: Disclaimer of Reliance
Purchase Agreement: Representation and Warranty Insurance Provisions
Manager Resolutions of Buyer: Private Stock Acquisitions (CA)
Member Resolutions of Buyer: Private Stock Acquisitions (CA)
Manager Resolutions of Seller (Sale of LLC Interests) (NY)
Member Resolutions of Seller (Sale of LLC Interests) (NY)
Shareholder Resolutions of Seller: Asset Acquisitions (NY)
Shareholder Resolutions of Seller: Asset Acquisition (TX)
Checklists
Cross-Border Asset Acquisition Due Diligence Checklist
Cross-Border Stock Acquisition Due Diligence Checklist
Delaware Public Benefit Corporation Conversion Checklist
Choosing an Entity Comparison Chart (NY)
Choosing a Jurisdiction Comparison Chart: LLCs (DE and NY)
Articles
Tapping US Markets: Confidentially Marketed Public Offerings
What’s Market Analytics: Sandbagging Provisions in 2016
November 2016
Practice Notes
FINRA Pay to Play Rules
Toolkits
Corporate Formation and Housekeeping Toolkit (FL)
LLC Formation and Housekeeping Toolkit (FL)
Standard Documents
Minutes of the Board of Directors (FL)
Notice of Board of Directors Meeting (FL)
Notice of Annual Shareholders' Meeting (FL)
Secretary's Certificate: Mergers and Acquisitions (FL)
Statement of Change of Registered Office or Registered Agent (FL)
Waiver of Notice of Board of Directors Meeting (FL)
Membership Interest Purchase Agreement (Pro-Buyer Short Form; Minority Interest) (NY)
Certificate of Formation: Limited Partnership (TX)
Certificate of Termination: Corporations (TX)
Standard Clauses
Board Resolutions: Amendment of Bylaws (FL)
Board Resolutions: Holding the Annual Shareholders Meeting (FL)
Manager Resolutions of Seller (Sale of Membership Interests) (FL)
Member Resolutions of Seller (Sale of Membership Interests) (FL)
Board Resolutions: Certificate of Amendment (TX)
Checklists
Corporate and LLC Consents Required for Mergers and Acquisitions Chart (FL)
Corporate Maintenance Checklist (FL)
Forming a Corporation Checklist (FL)
October 2016
Practice Notes
Incorporating Representation and Warranty Insurance into M&A Transactions
Capital Acquisition Brokers
Preparing a Portfolio Company for Sale
What's Market: Brexit Disclosure 2016
Certificate of Limited Partnerships (CA)
Standard Documents
Letter of Intent (US-Style): Cross-Border Stock Acquisition
Certificate of Amendment of Certificate of Formation: Limited Liability Company (TX)
Statement of Change of Registered Office or Agent: Limited Liability Company (TX)
Checklists
Non-Profit Director Onboarding Checklist
Articles
Liability of Compliance Officers at Financial Institutions
September 2016
Practice Notes
Broker-Dealer Anti-Money Laundering Program: Overview
Dividend Reinvestment Plans (DRIPs)
Certificate of Amendment to Articles of Organization (CA)
Toolkits
Corporate Formation and Housekeeping Toolkit (TX)
LLC Formation and Housekeeping Toolkit (TX)
Standard Documents
Memorandum to Board: Key Issues When Considering Management Changes
Exhibit 5 Validity Opinion: Dividend Reinvestment Plan Registration
Certificate of Dissolution: Corporations (CA)
Certificate of Election to Wind Up and Dissolve: Corporations (CA)
Checklists
Ratifying Defective Corporate Acts Checklist
Dividend Reinvestment Plan Checklist
Section 16(b) Short-Swing Profits Liability Flowchart
Section 16(b) Exemptions Flowchart
Strategic and Financial Buyers Comparison Chart
Choosing an Entity Comparison Chart: LPs (DE and CA)
Corporate Maintenance Checklist (NY)
Articles
What's Market: Federal Crowdfunding Offerings
August 2016
Practice Notes
Fictitious Names in Florida
Standard Documents
Closing Agenda: Follow-On Equity Offering
Certificate of Change of Registered Office or Registered Agent of a Corporation (DE)
Membership Interest Purchase Agreement (Pro-Buyer Short Form; Minority Interest) (CA)
Unanimous Written Consent of the Board in Lieu of Organizational Meeting (NY)
Organizational Action by Sole Incorporator (NY)
Standard Clauses
Shareholder Resolutions of Seller: Asset Acquisitions (CA)
Board Resolutions: Certificate of Amendment (CA)
Board Resolutions of Seller: Asset Acquisitions (NY)
Board Resolutions: Declaration of Cash Dividend (NY)
Board Resolutions: Certificate of Amendment (NY)
Checklists
Assumed Names in New York Checklist
Articles
What's Market: 2016 Mid-Year Public M&A Wrap-Up
July 2016
Practice Notes
FINRA Disclosure and Complaint Filings
Investment Adviser Advertising
Section 2115: California's Corporate Long-Arm Statute
Change of Registered Office or Registered Agent (CA)
Toolkits
Corporate Formation and Housekeeping Toolkit (CA)
LLC Formation and Housekeeping Toolkit (CA)
Standard Documents
Articles of Incorporation: Benefit Corporations (CA)
Articles of Incorporation: Social Purpose Corporations (CA)
Written Consent of Shareholders (NY)
Secretary's Certificate: Mergers and Acquisitions (NY)
Standard Clauses
Board Resolutions of Seller: Asset Acquisitions (CA)
Member/Manager Resolutions: Approving a Significant Commercial Contract (FL)
Board Resolutions: Filling Director Vacancies (FL)
By-Laws: Special Meetings (NY)
Certificate of Incorporation: Supermajority Requirement for By-Law Amendments (NY)
Checklists
Corporate Name Change Checklist (FL)
Articles
Expert Q&A on Perrigo's Successful Defense of Mylan's Hostile Takeover Attempt
June 2016
Practice Notes
Due Diligence for Private Equity Transactions
Merger Agreement Commentary: Private Company
Charitable Fundraising: Overview
Standard Documents
Memorandum to Board: Issues When Acquiring a US Public Company in a Negotiated Transaction
Unanimous Written Consent of the Board of Directors (IL)
Appraisal Demand Notice
By-Laws: NY Non-Profit Corporation (Members)
Secretary's Certificate: Mergers and Acquisitions (MA)
Secretary's Certificate: Mergers and Acquisitions (PA)
Standard Clauses
Purchase Agreement: Bring-Down Closing Condition
Purchase Agreement: Sandbagging and Anti-Sandbagging
Purchase Agreement: Material Adverse Effect Definition
LLC Agreement (Private Equity): Buy-Sell Provision
Member Resolutions of Seller (Sale of Membership Interests) (CA)
Manager Resolutions of Seller (Sale of Membership Interests) (CA)
Board Resolutions: Granting Execution Authority to Officers (FL)
Board Resolutions: Approving a Significant Commercial Contract (FL)
Board Resolutions: Appointing Officers (FL)
Board Resolutions: Filling Director Vacancies (IL)
Board Resolutions: Approving a Significant Commercial Contract (IL)
Board Resolutions: Granting Execution Authority to Officers (IL)
Board Resolutions: Appointing Officers (IL)
Checklists
Corporate Name Change Checklist (IL)
Corporate Maintenance Checklist (MA)
Corporate Name Change Checklist (NY)
Corporate and LLC Consents Required for Mergers and Acquisitions Chart (NY)
Article
What's Market Analytics: Appraisal-Rights Closing Conditions
May 2016
Practice Notes
FINRA Rules on Outside Activities of Associated Persons of Broker-Dealers
FINRA Financial Responsibility Rules
Toolkits
Startup Crowdfunding Toolkit
Standard Documents
Statement of Change of Registered Office or Registered Agent (TX)
Signature Authorization and Delegation of Authority Policy
Delegated Authorities Table
Delegation of Authority Form
Notice of Board of Directors Meeting (NY)
Waiver of Notice of Board of Directors Meeting (NY)
Membership Interest Purchase Agreement (Pro-Buyer Short Form; Minority Interest (TX))
Term Sheet: Private Equity Stock Acquisition
Standard Clauses
Member Resolutions of Seller (Sale of Membership Interests) (TX)
Manager Resolutions of Seller (Sale of Membership Interests) (TX)
Board Resolutions of Seller: Asset Acquisitions (TX)
Board Resolutions of Buyer: Asset Acquisitions (TX)
Board Resolutions of Buyer: Asset Acquisitions (CA)
Board Resolutions: Approving a Signature Authorization and Delegation of Authority Policy
Board Resolutions: Declaration of Cash Dividend (FL)
Board Resolutions: Declaration of Stock Dividend (CA)
Checklist
Corporate Maintenance Checklist (CA)
Webinars
Startup Essentials: Crowdfunding
April 2016
Toolkits
FINRA Toolkit
Standard Documents
Fiduciary Duties of the Board of Directors: Presentation Materials
Restated Certificate of Formation (TX)
Unanimous Written Consent of the Board of Directors (FL)
Standard Clauses
Board Resolutions: Declaration of Cash Dividend (TX)
Board Resolutions: Declaration of Share Dividend (TX)
Checklists
Choosing an Entity Comparison Chart: C-Corporations (DE and CA)
Choosing an Entity Comparison Chart: LLCs (DE and CA)
Choosing an Entity Comparison Chart: S-Corporations (DE and CA)
Choosing an Entity Comparison Chart: C-Corporations (DE and TX)
Choosing an Entity Comparison Chart: LLCs (DE and TX)
Choosing an Entity Comparison Chart: S-Corporations (DE and TX)
Fictitious Business Names in California Checklist
Corporate Maintenance Checklist (TX)
Articles
Reverse Break-Up Fees and Specific Performance: A Survey of Remedies for Financing and Antitrust Failure (2016 Edition)
March 2016
Practice Notes
Applying for Federal Tax-Exemption Under Section 501(c)(3)
Assumed Names in Texas
Buy and Build Strategies & Add-On Acquisitions in Private Equity
Fiduciary Duties in M&A Transactions
Securities Litigation: Liability Provisions Under the Securities Act and the Securities Exchange Act
Soft Dollar Arrangements Under Section 28(e) of the Exchange Act
Standard Documents
By-Laws: NY Non-Profit Corporation (No Members)
Non-Profit Certificate of Incorporation (Short-Form NY)
Certificate of Correction of Certificate of Formation (TX)
Contribution Agreement (Indemnification by Multiple Sellers)
Customer Account Agreement (Securities Brokerage Firm)
Memorandum to Board: Considerations When Adopting a Poison Pill in Response to Shareholder Activism
Secretary's Certificate: Mergers and Acquisitions (TX)
Underwriting Agreement: Initial Public Offering of Common Stock (US Issuer)
Written Consent of Shareholders to Adopt, Amend, or Repeal Corporate Regulations (OH)
Standard Clauses
Board Resolutions: Accepting Contributions and Issuing Shares to Parent Corporation (TX)
Board Resolutions: Contributing Assets or Shares to a Wholly Owned Subsidiary (TX)
Checklists
How to Start a Co-Investment Program
Startup Companies: Avoiding Key Legal Mistakes Checklist
Ten-State Survey: Non-Profit Corporations
Articles
Planning for Leadership Succession and Unexpected CEO Transitions
Private Tender Offers: Selected Considerations
February 2016
Practice Notes
Defending Against Insider Trading Claims
Late-Stage Startup Liquidity: Overview
The Indemnification Claim Process in M&A Transactions
Toolkits
Alternative Securities Offerings Toolkit
Debt Exchange Offers and Debt Restructuring Toolkit
Standard Documents
Written Consent of Shareholders to Adopt, Amend, or Repeal Corporate Regulations (OH)
Standard Clauses
Board Resolutions: Approving Director Compensation
Compensation Committee Resolutions: Approving Director Compensation
Articles
Webinar: Public M&A Year in Review: Trends and Highlights from 2015
January 2016
Practice Notes
Broker-Dealer’s Duty of Best Execution
Startup Seed Financing Instruments: Convertible Notes and SAFEs
Startup Seed Financing Process: Convertible Notes and SAFEs
Toolkits
Startup Seed Financing Toolkit
Standard Documents
Convertible Note Purchase Agreement with Short-Form Note (Seed-Stage Startup)
Memorandum to Board: Issues When Considering an Unsolicited Bid
SAFE: Simple Agreement for Future Equity (Seed-Stage Startup)
Side Letter: Convertible Note Financing (Seed-Stage Startup)
Side Letter: SAFE Financing (Seed-Stage Startup)
Stand-Alone Convertible Note (Seed-Stage Startup)
Term Sheet: Convertible Note Financing (Seed-Stage Startup)
Term Sheet: SAFE Financing (Seed-Stage Startup)
Testing-the-Waters Authorization for an SEC-Registered Offering
Standard Clauses
Board Resolutions: Convertible Note Financing with Note Purchase Agreement (Seed-Stage Startup)
Board Resolutions: Convertible Note Financing with Stand-Alone Notes (Seed-Stage Startup)
Board Resolutions: SAFE Financing (Seed-Stage Startup)
Checklists
Convertible Note Financing Checklist
Checklist: Preparing for a FINRA Broker-Dealer Routine Exam
SAFE Financing Checklist
Articles
Expert Q&A on Director Compensation
Expert Q&A on the UK Modern Slavery Act 2015
Expert Q&A: Stockholder Inspection Demands
What's Market: 2015 Year-End Public M&A Wrap-Up
What's Market: A Round-Up of IPOs in 2015