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Financial Crisis
9/26/2008 11:21:16 AM EST
LexisNexis Emerging Issues Law Center Staff
Securities Law Solutions
Selected LexisNexis resources featuring securities law solutions relevant to the ongoing financial crisis.

The resources links below can be accessed by lexis.com subscribers. If you are not currently a lexis.com subscriber, you can access information about LexisNexis products and services and obtain a trial ID by clicking here.
 
 
Corporate Governance Law & Practice - Conduct a search in this timely new treatise, which examines all aspects of corporate governance. Corporate Governance: Law and Practice (COGOLP file) addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf.
 
This comprehensive and accessible resource offers authoritative analysis and insightful, practical guidance on every critical corporate governance topic.
 
 
Principles of Corporate Governance: Analysis and Recommendations - Conduct a search in the Principles of Corporate Governance: Analysis and Recommendations (PRCOGO) file, which contains the product of 15 years of development and preparation. This source is the American Law Institute's first comprehensive treatment of corporate law examines the duties and responsibilities of directors and officers of business corporations to both the corporations and their shareholders. Intended both to clarify and improve existing law, this work combines cogent analysis of current legal requirements with carefully articulated recommendations for the clarifications or changes that it concludes are appropriate. Topics covered include the objective and conduct of the business corporation, the structure of the corporation, the duty of care and the business judgment rule, the duty of fair dealing, the role of directors and shareholders in transactions in control and tender offers, and corporate remedies.
 
 
Regulation of Investment Companies- Regulation of Investment Companies is a comprehensive practitioner's guide to one of the most complex and rapidly growing areas of law--the regulation of mutual funds and other types of investment companies.
 
 
Emerging Securities Litigation: Mealey's View headlines or conduct a search in Mealey's Emerging Securities Litigation report, which provides timely, unbiased new coverage of the latest legal developments.
 
Topics include fiduciary duties to shareholders, 401K and pension implications, class actions, accountant liability, damage calculations, causation questions, Daubert issues, debt bondholder implications and bankruptcy issues. The hot area of accountant liability in the securities law context is also covered in the report as lawsuits over accounting practices have been filed at an increasing rate especially in light of high-profile bankruptcies.
 
The report features timely and concise opinion digesting and copies of court documents, news of the latest lawsuits and copies of the pleadings, commentaries from leading attorneys and experts, verdict and settlement reporting and e-mail bulletins delivering late-breaking news you need to know.
 
 
SEC Releases and No-Action Letters - The Combined SEC No-Action Letters and Releases (RELNO) group file contains Decisions, Orders, Releases, No-Action Letters, Exemptive Letters, and Interpretative Letters published by the Securities and Exchange Commission.
 
 
Search Troubled Company Reporter - Conduct a search in the Troubled Company Reporter (TCR), a vital source of daily news and updates about companies throughout the United States, with assets of US$10 million or more, that are reorganizing, restructuring or showing signs of financial strain. TCR is co-published and hosted by Beard Group, Bankruptcy Creditors' Service, Inc. and the Internet Bankruptcy Library (IBL). TCR is available in four separate editions covering all major business and industry categories in the USA (listed only), Asia Pacific, Europe and Latin America. 
 
 
MergerStat M&A Database- Conduct a search in the FactSet Mergerstat database, which provides detailed information on mergers, acquisitions and divestitures that are publicly announced.   The Mergerstat database also includes more than 50,000 International transactions. Mergerstat covers U.S. transactions and cross border transactions involving a U.S. parent company where the equity value is greater than $1 million and represents at least a 10 percent interest.
 
Using a broad variety of public and proprietary sources, including, but not limited to press releases, business wire releases, and SEC filings, Mergerstat identifies transactions and researches them daily. Each entry contains basic information on the buyer and seller, including: parent name, address, product line/business description, SIC codes, synopsis, terms, and where available seller financials, name and role of financial advisor, legal advisor and accountant.
 
 
FactSet MergerMetricsConduct a search in the FactSet MergerMetrics database, which covers global transactions where a change in ownership of at least 5% of the equity and $1 million has occurred. The data covers both private and public transactions including divestures, mergers, asset sales and acquisitions. Each deal covers information that was publicly disclosed. MergerMetrics covers full acquisitions of U.S. Public targets announced since 2004. MergerMetrics documents contain links to the MergerStat database of detailed mergers, acquisitions and divestitures.
 
 
Emerging Issue Subprime Mortgage Securities Litigation - Shareholders in companies that invested in bundled mortgages (packages of prime and subprime mortgages bundled together) have filed securities class actions against the investing companies, alleging that the companies failed to disclose the weakness of the investments, even as the weakness became evident; according to the plaintiffs, this failure to disclose caused the stock to trade at artificially inflated prices. This commentary summarizes the allegations of these complaints and assesses published recent court decisions concerning them.

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