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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

Failing firm defense
A defense against a merger challenge alleging that in the absence of the merger, the firm(s) would fail. The 1982 Merger Guidelines spell out the conditions under which this defense will be acceptable.

Fair-price amendment
An antitakeover charter amendment that waives the supermajority approval requirement for a change of control if a fair price is paid for all purchased shares. Defends against two-tier offers that do not have board approval.

Fallen angel
A bond issued at investment grade whose rating is subsequently dropped to below investment grade, below BBB.

Financial conglomerates
Conglomerate firms in which corporate management provides a flow of funds to operating segments, exercises control and strategic planning functions, and is the ultimate financial risk taker but does not participate in operating decisions.

Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA)
A 1989 law changing the regulatory rules for savings and loan companies as well as other financial institutions.

Financial synergy
A theory that suggests a financial motive for mergers, especially between firms with high internal cash flows (but poor investment opportunities) and firms with low internal cash flows (and high investment opportunities which, absent merger, would require costly external financing). Also includes increased debt capacity or coinsurance effect and economies of scale in flotation and transactions costs of securities.

Fixed-price tender offers (FPTs)
A method of share repurchase in which a put price is specified for a specified number of company shares.

Flip-in poison pill plan
Shareholders of the target firm are issued rights to acquire stock in the target at a substantial discount when a bidder has reached a designated percentage ownership trigger point.

Flip-over poison pill plan
Shareholders of the target firm are issued rights to purchase the common stock of the surviving company at a substantial discount when a bidder has reached a designated percentage ownership trigger point.

Formula approach
A discounted cash flow valuation in which key variables or value drivers are used to calculate the net present value of a project or firm.

Four-firm concentration ratio
The sum of the shares of sales, value added, assets, or employees held by the largest four firms in an industry. A measure of competitiveness according to the structural theory.

Free cash flow
Cash flows in excess of positive net present value investment opportunities available.

Free cash flow hypothesis
Jensen's theory of how the payout of free cash flows helps resolve the agency problem between managers and shareholders. Holds that bonding payout of current (and future) free cash flows reduces the power of management as well as subjecting it more frequently to capital market scrutiny.

Free-rider problem
Atomistic shareholder reasons that its decision has no impact on the outcome of the tender offer and refrains from tendering to free ride on the value increase resulting from the merger, thus causing the bid to fall.

Front-end loading
A tender offer in which the offer price is greater than the value of any repurchased shares. Resolves the free-rider problems by providing an incentive to tender early.

Full ex post setting up
A manager's compensation is adjusted frequently over the course of his or her career to fully reflect his or her performance, thus eliminating an incentive to shirk.

 

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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