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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

Oligopoly
A small number (few) of sellers.

Omnibus Budget Reconciliation Act of 1993 (OBRA)
A tax law that included the conditions under which the excess purchase price over the accounting value of a target could be amortized as a taxdeductible expense.

Open corporations
Fama and Jensen's term for large corporations whose residual claims (common stock) are least restricted. They identify 'the following characteristics: (1) They have property rights in net cash flows for an indefinite horizon; {2) stockholders are not required to hold any other role in the organization; (3) common stock is alienable (transferable, salable) without restriction.

Open-market share repurchase
Refers to a corporation buying its own shares on the open market at the going price just as any other investor might buy the corporation's shares, as opposed to a tender offer for share repurchase or a negotiated repurchase.

Operating free cash flows (FCF)
Gross cash flows minus investment requirements.

Operating synergy
Combining two or more entities results in gains in revenues or cost reductions because of complementarities or economies of scale or scope.

Opportunism
Self-interest seeking with guile, including shirking, cheating.

Organization capital
Firm-specific informational assets that accumulate over time to enhance productivity. Includes information used in assigning employees to appropriate tasks and forming teams of employees, and the information each employee acquires about other employees and the organization. Alternatively, defined by Cornell and Shapiro as the current market value of all future implicit claims the firm expects to sell.

Organization culture
An organization's "style" or approach to problem solving, relations with employees, customers, and other stakeholders.

Organization learning
The improvement in skills and abilities of individuals or groups (teams) of employees through learning by experience within the firm. Includes managerial learning (generic as well as industry specific) and non- managerial labor learning.

Original plan poison pill
A so called preferred stock plan. An early poison pill antitakeover defense in which the firm issues a dividend of convertible preferred stock to its common stockholders. If an acquiring firm passes a trigger point of share ownership, preferred stockholders (other than the large blockholder) can put the preferred stock to the target firm (force the firm to redeem it) at the highest price paid by the acquiring firm for the target's common or preferred stock during the past year. If the acquirer merges with the target, the preferred can be converted into acquirer voting stock with a market value no less than the redemption value at the trigger point.

Ownership flip-in plan
A poison pill antitakeover defense often included as part of flip-over plan. Target stockholders are issued rights to purchase target shares at a discount if an acquirer passes a specified level of share ownership. The acquirer's rights are void, and his or her ownership interest becomes diluted.

 

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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