mergers & acquisitions

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.

See also

• Greenmail

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.

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.

See also

• Squeeze-out
• Freeze-out

Definition

A public offer to buy shares of a corporation, usually at above market price and with the intention of gaining controlling interest in the target corporation. An acquirer making a tender offer for more than 5% of a corporation's shares is required to file certain disclosures with the Securities and Exchange Commission.

To sell the assets of a business, pay the business's debts, and divide the remainder among shareholders, partners, or other investors.

Any tactic used by majority shareholders to deprive minority shareholders of governing control of a corporation. It is used to pressure the minority shareholders to sell their stock in the corporation, usually in the context of an acquisition.

See also

• Squeeze-out
• Freeze-out provision

The act of executing a task or carrying out a murder or death sentence. (See also: execute)

1) To finish, carry out, or perform as required, as in fulfilling one's obligations under a contract, plan, or court order. 2) To complete and otherwise make valid a document, such as a will, deed, or contract, for example by signing it and having it notarized. 3) To put someone to death pursuant to a court-rendered sentence (capital punishment). 4) To murder or assassinate.

Definition

The ending of a corporation, either voluntarily by filing a notice of dissolution with the Secretary of State or as ordered by a court after a vote of the shareholders, or involuntarily through government action as a result of failure to pay taxes. During dissolution, corporate assets are liquidated and distributions are made to pay off corporate debts.

Federal and state laws created to regulate trade and commerce by preventing unlawful restraints, price-fixing, and monopolies. The laws are intended to promote healthy market competition and encourage the production of quality goods and services at the lowest prices. The primary federal antitrust laws are the Sherman Act and the Clayton Act.