Back-end value
The amount paid to remaining shareholders in the second stage of a two-tier or partial tender offer.

Bear hug
A takeover strategy in which the acquirer, without previous warning, mails the directors of the target a letter announcing the acquisition proposal and demanding a quick decision.

Benchmark
A company, group of companies, or portfolio used as a standard of performance.

Beta
In the capital asset pricing model, the systematic risk of the asset; the variability of the asset's return in relation to the return on the market.

Bidder
The acquiring firm in a tender offer.

Blended price
The weighted average price in a two-tier tender offer. Tile front-end price is weighted by the percent of shares purchased in the first step of the transaction, and the lower, back-end price is weighted by the percent of shares purchased to complete the transaction.

Blockholder
The holder of a significant percentage of the ownership shares.

Board-out clause
A provision in most super-majority antitakeover amendments that gives the board of directors the power to decide when and if the supermajority provision will be in effect.

Bootstrap transaction
A highly leveraged transaction (HLT).

Bottom-up
An approach to firm strategy formulation based on the aggregation of segment forecasts.

Bounded rationality
Refers to the limited capacity of the human mind to deal with complexity.

Brand-name capital
Firm reputation; the result of nonsalvageable investment, which provides customers with an implicit guarantee of product quality for which they are willing to pay a premium.

Breach of trust
Unilaterally changing the terms of a contract.

Business judgment rule
A legal doctrine that holds that the board of directors is acting in the best interests of shareholders unless it can be proven by a preponderance of the evidence that the board is acting in its own interest or is in breach of its fiduciary duty.

Bust-up takeover
An acquisition followed by the divestiture of some or all of the operating units of the acquired firm, which can be sold at prices greater than their current value.

Buyback
See Share repurchase.

 

資料來源：J. Fred Weston, Mark L. Mitchell, and J. Harold Mulherin, “Takeovers, Restructuring, and Corporate Governance”, Forth Edition, Pearson Educational International