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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] |
Corporation
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and recognized as such in 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 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: by whether they can issue stock, or by whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as ''aggregate'' (the subject of this article) or '' sole'' (a legal entity consisting of a single incorporated office occupied by a single natural person). One of the most att ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
New York Times
''The New York Times'' (''the Times'', ''NYT'', or the Gray Lady) is a daily newspaper based in New York City with a worldwide readership reported in 2020 to comprise a declining 840,000 paid print subscribers, and a growing 6 million paid digital media, digital subscribers. It also is a producer of popular podcasts such as ''The Daily (podcast), The Daily''. Founded in 1851 by Henry Jarvis Raymond and George Jones (publisher), George Jones, it was initially published by Raymond, Jones & Company. The ''Times'' has won List of Pulitzer Prizes awarded to The New York Times, 132 Pulitzer Prizes, the most of any newspaper, and has long been regarded as a national "newspaper of record". For print it is ranked List of newspapers by circulation, 18th in the world by circulation and List of newspapers in the United States, 3rd in the U.S. The paper is owned by the New York Times Company, which is Public company, publicly traded. It has been governed by the Sulzberger family since 189 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
White Knight (business)
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 (black knight) or it is facing bankruptcy. White knights are preferred by the board of directors (when directors are acting in good faith with regards to the interest of the corporation and its shareholders) 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. The first type, the white knight, refers to the friendly acquirer of a target firm in a hostile takeover attempt by another firm. The intent of the acquisition is to circumvent the takeover of the object of int ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Moran V
Moran may refer to: Places Antarctica * Moran Bluff, Marie Byrd Land * Moran Buttress, Marie Byrd Land * Moran Glacier, Alexander Island Asia * Moran Town, Assam, India * Moran, Israel, a kibbutz * Moran Hill, North Korea * Moran Station, a station of the Seoul Metropolitan Subway in Seongnam, South Korea North America * Moran, British Columbia, Canada, a railway point ** Moran Canyon (British Columbia), a natural feature on the Fraser River * Moran, Indiana, an unincorporated town * Moran, Kansas, a city * Moran, Ohio, a neighborhood of Streetsboro, Ohio * Moran, Texas, a city * Moran, Virginia, an unincorporated community * Moran, Wyoming, an unincorporated community * Moran Canyon (Wyoming) * Moran Creek (Minnesota) * Moran Creek (Hay Creek tributary), Montana * Moran Formation, Texas, a geologic formation * Moran Lake, British Columbia, Canada * Moran River, Michigan * Moran State Park, Washington * Moran Township, Michigan * Moran Township, Richland County, Nor ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Supreme Court
The Delaware Supreme Court is the sole appellate court in the United States state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and acquisitions.Thomas Lee Hazen and Jerry W. Markham, ''Corporations and Other Business Enterprises'' (2003) Jurisdiction The Supreme Court has appellate jurisdiction over direct appeals from the Superior Court, Family Court, and Court of Chancery. Because it is the only appellate court in the state, its jurisdiction over appeals from final orders is mandatory. However, it has discretionary jurisdiction over appeals from interlocutory orders. The Court has original jurisdiction over writs of mandamus, prohibition, and certiorari. In addition, the Court regulates and has exclusive jurisdiction over matters concerning the admission and discipline of lawyers, the Lawyers' Fund for Client Protection, c ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
ASARCO
Asarco LLC (American Smelting and Refining Company) is a mining, smelting, and refining company based in Tucson, Arizona, which mines and processes primarily copper. The company has been a subsidiary of Grupo México since 1999. Its three largest open-pit mines are the Mission, Silver Bell and Ray mines in Arizona. Its mines produce of copper a year. Asarco conducts solvent extraction and electrowinning at the Ray and Silver Bell mines in Pima County, Arizona, and Pinal County, Arizona, and operates a smelter in Hayden, Arizona. Asarco's smelting plant in El Paso, Texas, was suspended in 1999 and then demolished on April 13, 2013. Before closing, the plant produced of anodes each year. Refining at the mines as well as at a copper refinery in Amarillo, Texas, produce of refined copper each year. Asarco's hourly workers are primarily represented by the United Steelworkers. Asarco has 20 superfund sites across the United States, and it is subject to considerable litigation ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Voting Plan
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.Paul H. Malatesta (University of Washington) and Ralph A. Walking (Ohio State University), "Poison Pill Securities: Stockholder Wealth, Profitability, and Ownership Structure," Journal of Financial Economics, Vol. 20, January/March 1988, p. 355. See also * Economics * Industrial organization * Mergers and acquisitions * Microeconomics * Takeover In business, a takeover is the purchase of one company (the ''target'') by another ... [...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] |
Preferred Stock
Preferred stock (also called preferred shares, preference shares, or simply preferreds) 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 (i.e., higher ranking) to common stock but subordinate to bonds in terms of claim (or rights to their share of the assets of the company, given that such assets are payable to the returnee stock bond) and may have priority over common stock (ordinary shares) 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. Like bonds, preferred stocks are rated by major credit rating agencies. Their ratings are generally lower than those of bonds, because preferred dividends do not carry the same guarantees as interest payments from bonds, and becaus ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stanford Law Review
The ''Stanford Law Review'' (SLR) is a legal journal produced independently by Stanford Law School students. The journal was established in 1948 with future U.S. Secretary of State Warren Christopher as its first president. The review produces six issues yearly between January and June and regularly publishes short-form content on the ''Stanford Law Review Online''. Admissions The ''Stanford Law Review'' selects members based on a competitive exercise that tests candidates on their editing skills and legal writing ability. There is not a firm number of accepted candidates each year; recent classes of new editors have ranged from about 40 to 45. The candidate exercise is distributed to candidates late in their first year at the law school. Transfer students are also eligible for admission through the same process. Notable alumni The review's editorial board has a president, who is effectively the editor-in-chief of the publication. The current president is Daniel Khalessi. Notable ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Staggered Board Of Directors
Staggered elections are elections where only some of the places in an elected body are up for election at the same time. For example, United States senators have a six-year term, but they are not all elected at the same time. Rather, elections are held every two years for one-third of Senate seats. Staggered elections have the effect of limiting control of a representative body by the body being represented, but can also minimize the impact of cumulative voting. Many companies use staggered elections as a tool to prevent takeover attempts. Some legislative bodies (most commonly upper houses) use staggered elections, as do some public bodies, such as the Securities and Exchange Commission. Application in business A staggered board of directors or classified board is a prominent practice in US corporate law governing the board of directors of a company, corporation, or other organization, in which only a fraction (often one third) of the members of the board of directors is elect ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Proxy Fight
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 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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