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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.
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.
Preferred stock is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior to common stock but subordinate to bonds in terms of claim and may have priority over common stock in the payment of dividends and upon liquidation. Terms of the preferred stock are described in the issuing company's articles of association or articles of incorporation.
A golden parachute is an agreement between a company and an employee specifying that the employee will receive certain significant benefits if employment is terminated. These may include severance pay, cash bonuses, stock options, or other benefits. Most definitions specify the employment termination is as a result of a merger or takeover, also known as "change-in-control benefits", but more recently the term has been used to describe perceived excessive CEO severance packages unrelated to change in ownership.
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.
In business, the flip-in is one of the five main types of poison pill defenses against corporate takeovers.
The Jonestown defense is an extreme corporation defense against hostile takeovers. In this strategy, the target firm engages in tactics that might threaten the firm’s existence to thwart an imposing acquirer’s bids. This is also known as a "suicide pill", and is an extreme version of the poison pill. The term refers to the 1978 Jonestown mass suicide in Guyana, where Jim Jones led the members of the Peoples Temple to kill themselves.
Killer bees are firms or individuals that are employed by a target company to fend off a takeover bid. These include investment bankers (primary), accountants, attorneys, tax specialists, etc. They aid by utilizing various anti-takeover strategies, thereby making the target company economically unattractive and acquisition more costly. Corporations defend against these strategies using so-called 'shark repellents.'
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.
A pension parachute is a form of poison pill that prevents the raiding firm of a hostile takeover from utilizing the pension assets to finance the acquisition. When the target firm is threatened by an acquirer, the pension plan assets are only available to benefit the pension plan participants.
A suicide pill is a pill, capsule, ampoule, or tablet containing a fatally poisonous substance that a person ingests deliberately in order to achieve death quickly through suicide. Military and espionage organizations have provided their agents in danger of being captured by the enemy with suicide pills and devices which can be used in order to avoid an imminent and far more unpleasant death, or to ensure that they cannot be interrogated and forced to disclose secret information. As a result, lethal pills have important psychological value to persons carrying out missions with a high risk of capture and interrogation.
A targeted repurchase is a technique used to thwart a hostile takeover in which the target firm purchases back its own stock from an unfriendly bidder, usually at a price well above market value.
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.
The following is a glossary which defines terms used in mergers, acquisitions, and takeovers of companies, whether private or public.
Moran v. Household International, Inc., 500 A.2d 1346 is a decision of the Delaware Supreme Court that upheld a shareholder rights plan as a legitimate exercise of business judgment by Household International's board of directors. Moran is significant as the first case in which a U.S. state court upheld a shareholder rights plan.
In finance, a share class or share classification are different types of shares in company share capital that have different levels of voting rights. For example, a company might create two classes of shares class A share and a class B share where the class A shares have fewer rights than class B shareholders. This may be done to maintain control of a company by a group of shareholders or to make a company more difficult to take over.