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Breakup Fee
A breakup fee (sometimes called a termination fee) is a penalty set in takeover agreements, to be paid if the target backs out of a deal (usually because it has decided instead to accept a more attractive offer). The breakup fee is ostensibly to compensate the original acquirer for the cost of the time and resources expended in negotiating the original agreement. A breakup fee also serves to inhibit competing bids, since such bids would have to cover the cost of the breakup fee as well. Reverse breakup fee A reverse breakup fee is a penalty to be paid to the target company if the acquirer backs out of the deal, usually because it can’t obtain financing. Reasons for such fees include the possibility of lawsuits, disruption of business operations, and the loss of key personnel during the period when the company is "in play." Notable examples * As a result of the failed 2011 merger of AT&T and T-Mobile, AT&T will have to pay a reverse breakup fee of $3 billion in cash and $1– ...
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Takeover
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 listed on a stock exchange, 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 offers. It can also include shares in the new company. Types Friendly 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 an ideal world, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommend ...
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Penalty (contract)
Penalties in English law are contractual terms which are not enforceable in the courts because of their penal character. Since at least 1720''Peachy v Duke of Somerset'' (1720) 1 Strange 447. it has been accepted as a matter of English contract law that if a provision in a contract constitutes a penalty, then that provision is unenforceable by the parties. However, the test for what constitutes a penalty has evolved over time. The Supreme Court most recently restated the law in relation to contractual penalties in the co-joined appeals of ''Cavendish Square Holding BV v Talal El Makdessi'', and ''ParkingEye Ltd v Beavis''. The law relating to contractual penalties in England has been entirely developed by judges at common law without general statutory intervention. The Supreme Court has noted that " e penalty rule in England is an ancient, haphazardly constructed edifice which has not weathered well". However, in addition to the common law rules relating to pen ...
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SoftBank
is a Japanese multinational conglomerate holding company headquartered in Minato, Tokyo which focuses on investment management. The Group primarily invests in companies operating in technology, energy, and financial sectors. It also runs the Vision Fund, the world's largest technology-focused venture capital fund, with over $100 billion in capital. Fund investors include sovereign wealth funds from countries in the Middle East. The company is known for the leadership of its controversial founder and largest shareholder Masayoshi Son. It operates in broadband, fixed-line telecommunications, e-commerce, information technology, finance, media and marketing, and other areas. SoftBank Corporation, its spun-out affiliate and former flagship business, is the third-largest wireless carrier in Japan, with 45.621 million subscribers as of March 2021. SoftBank was ranked in the 2017 Forbes Global 2000 list as the 36th largest public company in the world and the second-largest publi ...
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Sprint Nextel
Sprint Corporation was an American telecommunications company. Before it merged with T-Mobile US on April 1, 2020, it was the fourth-largest mobile network operator in the United States, serving 54.3 million customers as of June 30, 2019. The company also offered wireless voice, messaging, and broadband services through its various subsidiaries under the Boost Mobile and Open Mobile brands and wholesale access to its wireless networks to mobile virtual network operators. In July 2013, a majority of the company was purchased by the Japanese telecommunications company SoftBank Group. Sprint used CDMA, EvDO and 4G LTE networks, and formerly operated iDEN, WiMAX, and 5G NR networks. Sprint was incorporated in Kansas. Sprint traced its origins to the Brown Telephone Company, which was founded in 1899 to bring telephone service to the rural area around Abilene, Kansas. In 2006, Sprint left the local landline telephone business and spun those assets off into a new company named Emb ...
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The Washington Post
''The Washington Post'' (also known as the ''Post'' and, informally, ''WaPo'') is an American daily newspaper published in Washington, D.C. It is the most widely circulated newspaper within the Washington metropolitan area and has a large national audience. Daily broadsheet editions are printed for D.C., Maryland, and Virginia. The ''Post'' was founded in 1877. In its early years, it went through several owners and struggled both financially and editorially. Financier Eugene Meyer purchased it out of bankruptcy in 1933 and revived its health and reputation, work continued by his successors Katharine and Phil Graham (Meyer's daughter and son-in-law), who bought out several rival publications. The ''Post'' 1971 printing of the Pentagon Papers helped spur opposition to the Vietnam War. Subsequently, in the best-known episode in the newspaper's history, reporters Bob Woodward and Carl Bernstein led the American press's investigation into what became known as the Watergate scandal ...
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