Reverse Breakup Fee
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Reverse 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 publicly listed, 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 offer. It can also include shares in the new company. Takeover types Friendly takeover 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 a private company, because the shareholders and the board are usually the same people or closely connected with on ...
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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 penalt ...
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Adobe Inc
Adobe Inc. ( ), formerly Adobe Systems Incorporated, is an American software, computer software company based in San Jose, California. It offers a wide range of programs from web design tools, photo manipulation and vector creation, through to video/audio editing, mobile app development, print layout and animation software. It has historically specialized in software for the creation and publication of a wide range of content, including graphics, photography, illustration, animation, multimedia/video, motion pictures, and print. Its flagship products include Adobe Photoshop image editing software; Adobe Illustrator vector-based illustration software; Adobe Acrobat Reader and the Portable Document Format (PDF); and a host of tools primarily for audio-visual content creation, editing and publishing. Adobe offered a bundled solution of its products named Adobe Creative Suite, which evolved into a subscription-based offering named Adobe Creative Cloud. The company also expanded into ...
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Figma
Figma is a collaborative web application for interface design, with additional offline features enabled by desktop applications for macOS and Windows. The feature set of Figma focuses on user interface and user experience design, with an emphasis on real-time collaboration, utilising a variety of vector graphics editor and prototyping tools. The Figma mobile app for Android and iOS allows viewing and interacting with Figma prototypes in real-time on mobile and tablet devices. Features Figma allows users to create designs in three different modes: design mode, prototype mode and developer mode. Design mode enables users to draw shapes, frames and components, apply styles and modify layers to organize your canvas. Prototype mode creates interactive flows between frames and screens so that users can test UX, link frames to simulate navigation and set interactions like "On Click" or "While Hovering". Developer mode or ''dev mode'' allows users to inspect elements for code ...
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Competition Law
Competition law is the field of law that promotes or seeks to maintain market competition by regulating anti-competitive conduct by companies. Competition law is implemented through public and private enforcement. It is also known as antitrust law (or just antitrust), anti-monopoly law, and trade practices law; the act of pushing for antitrust measures or attacking monopolistic companies (known as trusts) is commonly known as trust busting. The history of competition law reaches back to the Roman Empire. The business practices of market traders, guilds and governments have always been subject to scrutiny, and sometimes severe sanctions. Since the 20th century, competition law has become global. The two largest and most influential systems of competition regulation are United States antitrust law and European Union competition law. National and regional competition authorities across the world have formed international support and enforcement networks. Modern competition law ...
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SoftBank
is a Japanese multinational Investment company, investment holding company headquartered in Minato, Tokyo, that focuses on investment management. The group primarily invests in companies operating in technology that offer goods and services to customers in a multitude of markets and industries ranging from the internet to automation. With over $100 billion in capital at its onset, SoftBank's SoftBank Vision Fund, Vision Fund is the world's largest technology-focused venture capital fund. Fund investors included 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. Its investee companies, subsidiaries and divisions, including several unprofitable Unicorn (finance), unicorns, operate in robotics, artificial intelligence, software, logistics, transportation, biotechnology, robotic process automation, Property technology, proptech, real estate, hospitality, broadband, f ...
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Sprint Nextel
Sprint Corporation was an American telecommunications company. Before being Merger of Sprint Corporation and T-Mobile US, acquired by 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, majority ownership of the company was purchased by the Japanese telecommunications company SoftBank Group. Sprint used CDMA2000, 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, Abilene, Kansas. In 2006, Sprint left the local la ...
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The Washington Post
''The Washington Post'', locally known as ''The'' ''Post'' and, informally, ''WaPo'' or ''WP'', is an American daily newspaper published in Washington, D.C., the national capital. It is the most widely circulated newspaper in the Washington metropolitan area and has a national audience. As of 2023, the ''Post'' had 130,000 print subscribers and 2.5 million digital subscribers, both of which were the List of newspapers in the United States, third-largest among U.S. newspapers after ''The New York Times'' and ''The Wall Street Journal''. The ''Post'' was founded in 1877. In its early years, it went through several owners and struggled both financially and editorially. In 1933, financier Eugene Meyer (financier), Eugene Meyer purchased it out of bankruptcy and revived its health and reputation; this work was continued by his successors Katharine Graham, Katharine and Phil Graham, Meyer's daughter and son-in-law, respectively, who bought out several rival publications. The ''Post ...
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Mergers And Acquisitions
Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorption, a merger, a tender offer or a hostile takeover. 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 the 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. 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. Most countries require mergers and acquisitions to comply with antitrust or competition law. In the United States, for example, the Cl ...
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