Whether you represent buyers, sellers or lenders, Leveraged Buyouts provides practical, in-depth answers to all of your questions as well as model documents for every contingency. This comprehensive guide explains each variety of leveraged transaction in detail—its rationale, the advantages and drawbacks of the available financing and tax structures, corporate governance and regulatory issues, and the many legal issues that arise along the way. Coverage includes everything from the simplest transactions to trophy deals, including: buyout nomenclature; merger agreements; loan agreements; fairness opinions; registration rights; tax consequences; fraudulent conveyance laws; material adverse change; corporate governance; and state and federal regulations. Leveraged Buyouts also provides sophisticated examples of the documents needed for private equity investors to acquire a public Delaware corporation—from Equity Commitment Letters to a Senior Subordinated Note Indenture, and more. Whether you are trying to structure mezzanine financing, minimize taxable events for your client, or negotiate a break-up fee, Leveraged Buyouts has solutions that will save you time and help you draft the best possible documents for your transaction.
Joseph A. Bartlett
Joseph W. Bartlett is Of Counsel in the New York office of Sullivan & Worcester LLP. A former Undersecretary of Commerce, law clerk to Chief Justice Earl Warren and President of the Boston Bar Association, Mr. Bartlett graduated from Stanford Law School, where he was president of the Law Review. He is the author of articles and books on venture capital and is Courtesy Professor at Cornell University, The Johnson School of Business. He has been an Acting Professor of law at Stanford University and an Adjunct Professor at New York University School of Law. Mr. Bartlett is admitted to practice in New York, Massachusetts and Washington, D.C.
Peter L. Korn
Peter L. Korn, Jr. is a Partner in the New York office of Sonnenschein Nath & Rosenthal LLP and a member of its Corporate Practice Group. His practice emphasizes venture capital and private equity matters, mergers and acquisitions, and general corporate counseling for emerging growth companies. A graduate of Georgetown University and Duke University School of Law, he was previously a Principal at Fish & Richardson P.C.
David J. Mittelstadt
David J. Mittelstadt is Of Counsel to Fish & Richardson P.C. He is a member of the firm's Corporate and Securities group, with tax practice emphasizing corporate transactional planning in the areas of acquisitions, dispositions, and joint ventures in domestic and cross-border contexts. He also has additional experience in advising on structured finance transactions. He has previous experience as Counsel for Shearman & Sterling (2001-2003), Vice President-Tax Counsel for The Thomson Corporation; Thomson U.S. Holdings, Inc. (1993-2001), and as Tax Associate for Jones, Day, Reavis & Pogue (1991-1993), Fulbright & Jaworski (1988-1991), Hale and Dorr (1986-1988), and Bingham, Dana & Gould (1983-1986). A graduate of the University of Cambridge in 1981, Mr. Mittelstadt received his J.D. in 1983 cum laude from University of Chicago Law School, where he was a member of the Order of the Coif.
Cathy L. Reese
Cathy L. Reese is a Principal in the Delaware office of Fish & Richardson and heads the firms Corporate and Chancery Litigation practice. She is an established trial attorney with extensive experience in corporate and complex commercial litigation, as well as corporate counseling and corporate opinions. She is ranked as one of the leading litigators in Delaware by Chambers USA: Americas Leading Business Lawyers and has also been selected by Delawares legal community and a Blue Ribbon Committee of retired Delaware judges as one of the top 10 corporate litigators in Delaware. She often is called upon by law firms based in other states or countries to provide opinions on Delaware law issues. She received her B.S. from Columbia University in 1982 magna cum laude and her J.D. from George Washington University Law School in 1989 with honors.