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Squeeze-out
A squeeze-out or squeezeout, sometimes synonymous with '' freeze-out'', is the compulsory sale of the shares of minority shareholders of a joint-stock company for which they receive a fair cash compensation. This technique allows one or more shareholders who collectively hold a majority of shares in a corporation to gain ownership of remaining shares in that corporation. The majority shareholders incorporate a second corporation, which initiates a merger with the original corporation. The shareholders using this technique are then in a position to dictate the plan of merger. They force the minority stockholders in the original corporation to accept a cash payment for their shares, effectively "freezing them out" of the resulting company. Process Although a leveraged buyout (LBO) is an effective tool for a group of investors to use to purchase a company, it is less well suited to the case of one company acquiring another. An alternative is the freeze-out merger; the Laws on tender ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Joint-stock Company
A joint-stock company (JSC) is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareholders are able to transfer their shares to others without any effects to the continued existence of the company. In modern-day corporate law, the existence of a joint-stock company is often synonymous with incorporation (possession of legal personality separate from shareholders) and limited liability (shareholders are liable for the company's debts only to the value of the money they have invested in the company). Therefore, joint-stock companies are commonly known as corporations or limited companies. Some jurisdictions still provide the possibility of registering joint-stock companies without limited liability. In the United Kingdom and in other countries that have adopted its model of company law, they are known as unlimited ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Share (finance)
In finance, financial markets, a share (sometimes referred to as stock or Equity (finance), equity) is a unit of Equity (finance), equity ownership in the Stock, capital stock of a corporation. It can refer to units of mutual funds, limited partnerships, and real estate investment trusts. Share capital refers to all of the shares of an enterprise. The owner of shares in a company is a shareholder (or stockholder) of the corporation. A share expresses the ownership relationship between the company and the shareholder. The denominated value of a share is its face value, and the total of the face value of issued shares represent the Financial capital, capital of a company, which may not reflect the market value of those shares. The income received from the ownership of shares is a dividend. There are different types of shares such as equity shares, preference shares, deferred shares, redeemable shares, bonus shares, right shares, and employee stock option plan shares. Terminology ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporation
A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in Corporate law, law for certain purposes. Early incorporated entities were established by charter (i.e., by an ''ad hoc'' act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through List of company registers, registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue share capital, stock, or whether they are formed to make a profit (accounting), profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this articl ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Merger
Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorption, a merger, a tender offer or a hostile takeover. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position. Technically, a is the legal consolidation of two business entities into one, whereas an occurs when one entity takes ownership of another entity's share capital, equity interests or assets. From a legal and financial point of view, both mergers and acquisitions generally result in the consolidation of assets and liabilities under one entity, and the distinction between the two is not always clear. Most countries require mergers and acquisitions to comply with antitrust or competition law. In the United States, for example, the Clayt ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Leveraged Buyout
A leveraged buyout (LBO) is the acquisition of a company using a significant proportion of borrowed money (Leverage (finance), leverage) to fund the acquisition with the remainder of the purchase price funded with private equity. The assets of the acquired company are often used as collateral for the financing, along with any equity contributed by the acquiror. While corporate acquisitions often employ leverage to finance the purchase of the target, the term "leveraged buyout" is typically only employed when the acquiror is a financial sponsor (a private equity investment firm). The use of debt, which normally has a lower cost of capital than Equity (finance), equity, serves to reduce the overall cost of financing for the acquisition and enhance returns for the private equity investor. The equity investor can increase their projected returns by employing more leverage, creating incentives to maximize the proportion of debt relative to equity (i.e., debt-to-equity ratio). Whi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fair Value
In accounting, fair value is a rational and unbiased estimate of the potential market price of a good, service, or asset. The derivation takes into account such objective factors as the costs associated with production or replacement, market conditions and matters of supply and demand. Subjective factors may also be considered such as the risk characteristics, the cost of and return on capital, and individually perceived utility. Economic understanding Market price There are two schools of thought about the relation between the market price and fair value in any form of market, but especially with regard to tradable assets: * The efficient-market hypothesis asserts that, in a well organized, reasonably transparent market, the market price is generally equal to or close to the fair value, as investors react quickly to incorporate new information about relative scarcity, utility, or potential returns in their bids; see also Rational pricing. * Behavioral finance asserts t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Free Rider Problem
In economics, the free-rider problem is a type of market failure that occurs when those who benefit from resources, public goods and common pool resources do not pay for them or under-pay. Free riders may overuse common pool resources by not paying for them, neither directly through fees or tolls, nor indirectly through taxes. Consequently, the common pool resource may be under-produced, overused, or degraded. Additionally, despite evidence that people tend to be cooperative by nature (a prosocial behaviour), the presence of free-riders has been shown to cause cooperation to deteriorate, perpetuating the free-rider problem. In social science, the free-rider problem is the question of how to limit free riding and its negative effects in these situations, such as the free-rider problem of when property rights are not clearly defined and imposed. The free-rider problem is common with public goods which are non-excludable and non-rivalrous. The non-excludability and non-rivalry o ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
German Language
German (, ) is a West Germanic language in the Indo-European language family, mainly spoken in Western Europe, Western and Central Europe. It is the majority and Official language, official (or co-official) language in Germany, Austria, Switzerland, and Liechtenstein. It is also an official language of Luxembourg, German-speaking Community of Belgium, Belgium and the Italian autonomous province of South Tyrol, as well as a recognized national language in Namibia. There are also notable German-speaking communities in other parts of Europe, including: Poland (Upper Silesia), the Czech Republic (North Bohemia), Denmark (South Jutland County, North Schleswig), Slovakia (Krahule), Germans of Romania, Romania, Hungary (Sopron), and France (European Collectivity of Alsace, Alsace). Overseas, sizeable communities of German-speakers are found in the Americas. German is one of the global language system, major languages of the world, with nearly 80 million native speakers and over 130 mi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Companies Act 2006
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law. The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely superseded the Companies Act 1985. The act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are: * the act codifies certain existing common law principles, such as those relating to directors' duties. * it transposes into UK law the Takeover Directive and the Transparency Directive of the European Union * it introduces various new provisions for private and public companies. * it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland. * it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Takeovers
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to the acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offer. It can also include shares in the new company. Takeover types Friendly takeover A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In a private company, because the shareholders and the board are usually the same people or closely connected with on ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
UK Company Law
British company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directive (European Union), Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth of Nations, Commonwealth and as an international standard setter, British law has always given people broad freedom to design the i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
