A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
In business, a takeover is the purchase of one company by another. In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.
In business, a corporate raid is the process of buying a large stake in a corporation and then using shareholder voting rights to require the company to undertake novel measures designed to increase the share value, generally in opposition to the desires and practices of the corporation's current management. The measures might include replacing top executives, downsizing operations, or liquidating the company.
PeopleSoft, Inc. is a company that provides human resource management systems (HRMS), financial management solutions (FMS), supply chain management (SCM), customer relationship management (CRM), and enterprise performance management (EPM) software, as well as software for manufacturing, and student administration to large corporations, governments, and organizations. It existed as an independent corporation until its acquisition by Oracle Corporation in 2005. The PeopleSoft name and product line are now marketed by Oracle.
In corporate finance a stock swap is the exchange of one equity-based asset for another, where, during the merger or acquisition, the swap provides an opportunity to pay with stock rather than with cash; see Mergers and acquisitions § Stock.
Horizontal integration is the process of a company increasing production of goods or services at the same level of the value chain, in the same industry. A company may do this via internal expansion, acquisition or merger.
Cable & Wireless Worldwide PLC was a British multinational telecommunications services company headquartered in Bracknell, United Kingdom. It was formed in 2010 by the split of Cable & Wireless plc into two companies, the other being Cable & Wireless Communications serving Central America and the Caribbean.
Greenmail or greenmailing is the action of purchasing enough shares in a firm to challenge a firm's leadership with the threat of a hostile takeover to force the target company to buy the purchased shares back at a premium in order to prevent the potential takeover.
Demutualization is the process by which a customer-owned mutual organization (mutual) or co-operative changes legal form to a joint stock company. It is sometimes called stocking or privatization. As part of the demutualization process, members of a mutual usually receive a "windfall" payout, in the form of shares in the successor company, a cash payment, or a mixture of both. Mutualization or mutualisation is the opposite process, wherein a shareholder-owned company is converted into a mutual organization, typically through takeover by an existing mutual organization. Furthermore, re-mutualization depicts the process of aligning or refreshing the interest and objectives of the members of the mutual society.
In business, a white knight is a friendly investor that acquires a corporation at a fair consideration with support from the corporation's board of directors and management. This may be during a period while it is facing a hostile acquisition from another potential acquirer or it is facing bankruptcy. White knights are preferred by the board of directors and/or management as in most cases as they do not replace the current board or management with a new board, whereas, in most cases, a black knight will seek to replace the current board of directors and/or management with its new board reflective of its net interest in the corporation's equity.
A flip-over is one of five types of poison pills in which current shareholders of a targeted firm will have the option to purchase discounted stock after the potential takeover. Introduced in late 1984 and adopted by many firms, the strategy gave a common stock dividend in the form of rights to acquire the firm's common stock or preferred stock under market value. Following a takeover, the rights would "flip over" and allow the current shareholder to purchase the unfriendly competitor's shares at a discount. If this tool is exercised, the number of shares held by the unfriendly competitors will realize dilution and price devaluation.
A voting plan or voting rights plan is one of five main types of poison pills that a target firm can issue against hostile takeover attempts. These plans are implemented when a company charters preferred stock with superior voting rights to common shareholders. If an unfriendly bidder acquired a substantial quantity of the target firm's voting common stock, it would not be able to exercise control over its purchase. For example, ASARCO established a voting plan in which 99% of the company's common stock would only harness 16.5% of the total voting power.
Lock-up provision is a term used in corporate finance which refers to the option granted by a seller to a buyer to purchase a target company’s stock as a prelude to a takeover. The major or controlling shareholder is then effectively "locked-up" and is not free to sell the stock to a party other than the designated party.
Trinidad Drilling Ltd. was a corporation headquartered in Calgary, Alberta, Canada that operated in the drilling and well servicing sectors of the North American oil and gas industry. Trinidad was acquired by Ensign Energy Services between late 2018 to early 2019, and was amalgamated into Ensign in 2019.
Management is a type of labor with a special role of coordinating the activities of inputs and carrying out the contracts agreed among inputs, all of which can be characterized as "decision making". Managers usually face disciplinary forces by making themselves irreplaceable in a way that the company would lose without them. A manager has an incentive to invest the firm's resources in assets whose value is higher under him than under the best alternative manager, even when such investments are not value-maximizing.
The Bull-dog Sauce Case is a Supreme Court of Japan case that resulted in a landmark decision regarding hostile takeover defense plans. The Court held that such plans do not necessarily violate the principle of shareholder equality under Japanese statutes, even if they result in discriminatory treatment some shareholders; however, such decisions must be made by shareholders themselves, acting in the company's best interest; they cannot be made by management to protect itself. The Bull-dog Sauce case arose from the first use of a poison pill by a Japanese company, and resulted in the Supreme Court's first ruling on the subject of takeover defenses.
Melrose Industries plc is a British manufacturing company based in London. It specialises in buying, investing in, and divesting engineering companies. Its shares are listed on the London Stock Exchange as a constituent of the FTSE 100 Index. Melrose serves customers in the United Kingdom and United States.
In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer made by one company to purchase some or all outstanding shares of another company, as required by securities laws and regulations or stock exchange rules governing corporate takeovers. Most countries, with the notable exception of the United States, have provisions requiring mandatory offers.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, was a landmark decision of the Delaware Supreme Court on hostile takeovers.
The following is a glossary which defines terms used in mergers, acquisitions, and takeovers of companies, whether private or public.
