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Flip-in
In business, the flip-in is one of the five main types of poison pill defenses against corporate takeovers. The flip-in is a provision in the target company's corporate charter or bylaws. The provision gives current shareholders of a targeted company, other than the hostile acquirer, rights to purchase additional stocks in the targeted company at a discount. These rights to purchase occur only before a potential takeover, and when the acquirer surpasses a certain threshold point of obtaining outstanding shares (usually 20–50%). If the potential acquirer triggers a poison pill by accumulating more than the threshold level of shares, it risks discriminatory dilution in the target company. The threshold level therefore effectively sets a ceiling on the amount of stock that any shareholder can accumulate before being required, for practical purposes, to launch a proxy contest. In 2004, PeopleSoft was employing the flip-in model against Oracle Corporation's multi-billion hostile tak ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Rights Plan
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 the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s as a way to prevent takeover bids by taking away a shareholder's right to negotiate a price for the sale of shares directly. Typically, such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every shareholder (except the one who possesses 20%) will have the right to buy a new issue of shares at a discount. If all other shareholders are able to buy more shares at a discount, such purchases would dilute the bidder's interest, and the cost of the bid would rise substantially. Knowing that such a plan could be activated, th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company
A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * List of legal entity types by country, business entities, whose aim is generating profit * financial entities and banks * programs or Educational institution, educational institutions A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared Incorporation (business), incorporation, or published policy. When a company closes, it may need to be Liquidation, liquidated to avoid further legal obligations. Companies may associate and collectively register themselves ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Proxy Contest
A proxy fight, proxy contest or proxy battle (sometimes even called a proxy war) is an unfriendly contest for the control over an organization. The event usually occurs when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e., votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy. In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change. These incumbents use various corporate governance tactics to stay in power, including: staggering the boards (i.e., having different election years f ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
PeopleSoft
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. PeopleSoft Financial Management Solutions (FMS) and Supply Chain Management (SCM) are part of the same package, commonly known as Financials and Supply Chain Management (FSCM). PeopleSoft Campus Solutions (CS) is a separate package developed as a student information system for colleges and universities. History Founded in 1987 by Ken Morris and David Duffield, PeopleSoft was originally headquartered in Walnut Creek, California, before moving to Pleasanton, C ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Oracle Corporation
Oracle Corporation is an American multinational computer technology corporation headquartered in Austin, Texas. In 2020, Oracle was the third-largest software company in the world by revenue and market capitalization. The company sells database software and technology (particularly its own brands), cloud engineered systems, and enterprise software products, such as enterprise resource planning (ERP) software, human capital management (HCM) software, customer relationship management (CRM) software (also known as customer experience), enterprise performance management (EPM) software, and supply chain management (SCM) software. History Larry Ellison co-founded Oracle Corporation in 1977 with Bob Miner and Ed Oates under the name Software Development Laboratories (SDL). Ellison took inspiration from the 1970 paper written by Edgar F. Codd on relational database management systems ( RDBMS) named "A Relational Model of Data for Large Shared Data Banks." He heard about the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Forrester Research
Forrester is a research and advisory company that offers a variety of services including research, consulting, and events. Forrester has nine North America locations: Cambridge, Massachusetts; New York, New York; San Francisco, California; McLean, Virginia; Nashville, Tennessee; Norwalk, Connecticut; Austin, Texas; Dallas, Texas; and Toronto, Canada. It also has four European locations: Amsterdam, Frankfurt, London, and Paris and four locations in the APAC region: New Delhi, Singapore, Beijing, and Sydney. History Forrester was founded in July 1983 by George Forrester Colony, now chairman of the board and chief executive officer, in Cambridge, Massachusetts. The company's first report, "The Professional Automation Report," was published in November 1983. In November 1996, Forrester announced its initial public offering An initial public offering (IPO) or stock launch is a public offering in which shares of a company are sold to institutional investors and usually also ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. 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 a 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. A deal may be euphemistically called a ''merger of equals'' if both CEOs agree that joining together is in the best interest of both of their companies. 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. In most countries, mergers and acquisitions must co ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Flip-over
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.Hitt ''et al.'' (2001), p. 74. If this tool is exercised, the number of shares held by the unfriendly competitors will realize dilution and price devaluation. See also * Mergers and Acquisitions * Takeover * Industrial organization In economics, industrial organization is a field that builds on the theory of the firm by examining the structure of (and, therefore, the boundaries between) firms and market (economics), markets. Industrial organization adds real-world complic ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
