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llcs-corporations-partnerships

Buyback

Definition

A corporation's repurchase of its own outstanding stock. May be done to repel a hostile takeover attempt or as a means to increase earnings by eliminating the number of outstanding shares.

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Anti-greenmail provision

Definition

Provision in a corporate charter that prevents the board of directors from making greenmail payments. Usually allows the buyback to occur with the approval of a majority of the non-controlling shareholders.

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Takeover

Definition

The change in controlling interest in a corporation. Takeovers can be unfriendly (hostile), meaning adversarial to the existing management or friendly, meaning with the approval of existing management.

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Raider

Definition

A person or firm that attempts a hostile takeover of a company. Raiders usually target companies with potentially valuable assets, acquire funding to buy enough shares for controlling interest in the target and then break up the company, selling its assets for a profit.

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Freeze-out provision

Definition

Provision in a corporate charter that allows an acquiring company to buy the stock of minority shareholders in exchange for fair cash value for a certain period of time, usually two to five years, after the acquisition.

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Squeeze-out

Definition

The forced sale of stock owned by minority shareholders in a joint-stock company, usually in the context of an acquisition. State law governs squeeze-outs and requires fair cash value be paid to the minority shareholders from the acquiring corporation in exchange for their stock.

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Domestic corporation

Definition

A U.S. corporation that does business in the state in which it is incorporated. Compare to a Foreign corporation.

Low-profit limited liability company (L3C)

Definition

A type of limited liability partnership (LLP), which operates to “significantly further the accomplishment of one or more charitable or educational purposes". Unlike a non-profit charitable organization, L3Cs may make a small profit, as long as that is the secondary goal of the organization.

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