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Private Benefits Of Control
Private benefits of control is a technical term used by corporate lawyers and economists. It refers to the economic gain from exerting influence on a company by large shareholders at the expense of small shareholders. Types There are two different types of private benefits of control from company value perspective: Benefits which reduce the value of company and which do not so. An example was given by Barclay and Holderness, in comparison to benefits that accrue to all shareholders by raising the productivity of the company. Protection In order to prevent the impact on the small shareholders from the realization of these benefits of large shareholders, there is usually a mandatory offer policy in transaction area for protection of the small shareholders from kinds of value-destroying transactions. See also * Corporate governance * Control premium * Mandatory offer In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer ma ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Toyota
is a Japanese multinational automotive manufacturer headquartered in Toyota City, Aichi, Japan. It was founded by Kiichiro Toyoda and incorporated on . Toyota is one of the largest automobile manufacturers in the world, producing about 10 million vehicles per year. The company was originally founded as a spinoff of Toyota Industries, a machine maker started by Sakichi Toyoda, Kiichiro's father. Both companies are now part of the Toyota Group, one of the largest conglomerates in the world. While still a department of Toyota Industries, the company developed its first product, the Type A engine in 1934 and its first passenger car in 1936, the Toyota AA. After World War II, Toyota benefited from Japan's alliance with the United States to learn from American automakers and other companies, which would give rise to The Toyota Way (a management philosophy) and the Toyota Production System (a lean manufacturing practice) that would transform the small company into a leader in t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Synergies
Synergy is an interaction or cooperation giving rise to a whole that is greater than the simple sum of its parts. The term ''synergy'' comes from the Attic Greek word συνεργία ' from ', , meaning "working together". History In Christian theology, synergism is the idea that salvation involves some form of cooperation between divine grace and human freedom. The words ''synergy'' and ''synergetic'' have been used in the field of physiology since at least the middle of the 19th century: SYN'ERGY, ''Synergi'a'', ''Synenergi'a'', (F.) ''Synergie''; from ''συν'', 'with', and ''εργον'', 'work'. A correlation or concourse of action between different organs in health; and, according to some, in disease. :—Dunglison, Roble''Medical Lexicon''Blanchard and Lea, 1853 In 1896, Henri Mazel applied the term "synergy" to social psychology by writing ''La synergie sociale'', in which he argued that Darwinian theory failed to account of "social synergy" or "social love", a col ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mandatory Offer
In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer made by one company (the "acquiring company" or "bidder") to purchase some or all outstanding shares of another company (the "target"), 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. Overview Typically, a mandatory offer must be made when the acquiring company exceeds a certain shareholding threshold in the target, or gains actual control of the target. Most countries, with the notable exception of the United States, have such a requirement. The purpose of mandatory offer regulations is to protect minority shareholders in situations where control of the target is being transferred, and in particular to discourage acquisitions driven by private benefits of control by requiring that a premium be paid for such con ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Governance
Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance” describes the processes, structures, and mechanisms that influence the control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as authoritative. The latter include: the structural definition from the Cadbury Report, which identifies corporate governance as "the system by which companies are directed and controlled" (Cadbury 1992, p. 15); and the relational-structura ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Control Premium
A control premium is an amount that a buyer is sometimes willing to pay over the current market price of a publicly traded company in order to acquire a controlling share in that company. If the market perceives that a public company's profit and cash flow is not being maximized, capital structure is not optimal, or other factors that can be changed are impacting the company's share price, an acquirer may be willing to offer a premium over the price currently established by other market participants. A discount for lack of control, sometimes referred to as a minority discount, reflects the reduction in value from a firm's perceived optimal or intrinsic value when cash flow or other factors prevent optimal value from being reached. Overview of concept Transactions involving small blocks of shares in public companies occur regularly and serve to establish the market price per share of company stock. Acquiring a controlling number of shares sometimes requires offering a premium over t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mandatory Offer
In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer made by one company (the "acquiring company" or "bidder") to purchase some or all outstanding shares of another company (the "target"), 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. Overview Typically, a mandatory offer must be made when the acquiring company exceeds a certain shareholding threshold in the target, or gains actual control of the target. Most countries, with the notable exception of the United States, have such a requirement. The purpose of mandatory offer regulations is to protect minority shareholders in situations where control of the target is being transferred, and in particular to discourage acquisitions driven by private benefits of control by requiring that a premium be paid for such con ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
