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專業詞彙
A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

Calls
Options to buy an asset at a specified price for a specified period of time.

Capital asset pricing model
Calculates the required return on an asset as a function of the risk-free rate plus the market risk premium times the asset's beta.

Capital budgeting
The process of planning expenditures whose returns extend over a period of time.

Capital cash flow valuation
A method of valuation in which capital cash flows are discounted at the expected or required return on assets.

Capital cash flows (CCF)
Operating free cash flows (FCF) plus tax shields.

Capital intensity
In economics, the ratio of investment required per dollar of sales. In finance, the sales-to-investment ratio. The steel industry and manufacturing generally are more capital intensive than the wholesale or retail industries.

Gash cows
A Boston Consulting Group term for business segments that have a high market share in low-growth product markets and thus throw off more cash flow than needed for reinvestment.

Chinese wall
The imaginary barrier separating investment banking and other activities within a financial intermediary.

Classified board
Also called a staggered board. An antitakeover measure that divides a firm's board of directors into several classes, only one of which is up for election in any given year, thus delaying effective transfer of control to a new owner in a takeover.

Clayton Act
Federal antitrust law originally passed in 1914 and strengthened in 1950 by the Celler- Kefauver amendment. Section 7 gives the Federal Trade Commission (FTC) power to prohibit the acquisition of one company by another if adverse effects on competition would result, or if the FTC perceives a trend that ultimately might lead to decreased competition.

Clean-up merger
Also called a take-out merger. The consolidation of the acquired firm into the acquiring firm after the acquirer has obtained control.

Clientele effect
A dividend theory that states that high-tax bracket shareholders will prefer to hold stock in firms with low dividend payout rates and low-tax bracket shareholders will prefer the stock of firms with high payouts.

Coercive tender offer
Any tender offer that puts pressure on target shareholders to tender by offering a higher price to those who tender early.

Coinsurance effect
The combination of two firms with cash flows that are not perfectly correlated will result in cash flow of less variability for the merged firm, thus decreasing the risk to lenders to the firm and thereby increasing its debt capacity.

Collar
The range of the exchange ratios in an acquisition in which the equity of the buyer is a part of the payment to the target. The range is specified in terms of the relative market values during the period before final approval of the transaction.

Collateral restraints
Agreements between the parties to a joint venture to limit competition between themselves in certain areas.

Collusion
Illegal coordination or cooperation among competitors with respect to price or output.

Complementarity
The strengths of one firm offset the weaknesses of another firm with which it combines. For example, one firm that is strong in marketing combines with one that is strong in research.

Concentration
Measures of the percentage of total industry sales accounted for by a specified number of firms, such as 4, 8, or 20.

Concentric merger
A merger in which there is carry-over in specific management functions (e.g., marketing) or complementarity in relative strengths among specific management functions rather than carryover complementarities in only generic management functions (e.g., planning).

Conglomerate
A combination of unrelated firms; any combination that is not vertical or horizontal.

Conjectural variation
The reaction of rival firms as one firm, Firm A, restricts output or raises prices. Ranges from -1 to +1; a negative conjectural variation indicates competitive behavior (i.e., Firm A's action is offset by the reactions of competing rival firms).

Contingent voting rights
Rights to vote in corporate elections that become exercisable upon the occurrence of a particular event. Examples: Preferred stockholders might win the right to vote if preferred dividends are missed; convertible debt might be viewed as having voting rights contingent upon conversion.

Convergence of interests hypothesis
Predicts a positive relationship between the proportion of management stock ownership and the market's valuation of the firm's assets.

Cost leadership
A business strategy based on achieving lower costs than rivals.

Covenant
See Indenture.

Crown jewels
The most valuable segments of a company; the parts most wanted by an acquirer.

Cumulative abnormal return (CAR)
In event studies, the sum of daily abnormal returns over a period relative to the event.

Cumulative voting
Instead of one vote per candidate selected, shareholders can vote (the number of shares they hold times the number of directors to be elected) for one candidate or divide the total votes among a desired number of candidates. Example: A shareholder has 100 shares; six directors are to be elected. With cumulative votings the shareholder has 600 votes to distribute among six candidates however he or she chooses.

 

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

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