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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

Pac Man defense
The target makes a counterbid for the acquirer.

Parking
A securities law violation in which traders attempt to hide the extent of their share ownership (to avoid the 5% trigger requiring disclosure of takeover intentions and keep down the price of target stock) by depositing, or parking, shares with an accomplice broker until a later date (e.g.,
when the takeover attempt is out in the open).

Partial fender offer
A tender offer for less than all target shares: specifies a maximum number of shares to be accepted but does not announce bidder's plans with respect to the remaining shares.

Payment-in-kind (PIK) provision
A clause that provides for issuance of more of the same type of securities to bondholders in lieu of cash interest payments.

Payroll-based ESOP (PAYSOP)
A type of employee stock ownership plan in which employers could take a tax credit of 0.5 % of ESOP covered payroll. Repealed by the Tax Reform Act of 1986.

Pension plan
A fund established by an organization to provide for benefits to plan participants (e.g., employees) after their retirement.

Perfect competition
Set of assumptions for an idealized economic model: (1) Large numbers of buyers and sellers so none can influence market prices or output; (2) economies of scale exhausted at relatively small size, and cost efficiencies are the same for all companies; (3) no significant barriers to entry; (4) constant innovation, new product development; (5) complete knowledge of all aspects of input/output markets is costlessly available.

Plasticity (Alchian and Woodward)
Resources are considered plastic when a wide range of discretionary uses can be employed by the user. If monitoring costs are high, moral hazard problems are likely to develop.

Poison pill
Any antitakeover defense that creates securities that provide their holders with special rights (e.g., to buy target or acquiring firm shares) exercisable only after a triggering event (e.g., a tender offer for or the accumulation of a specified percentage of target shares). Exercise of the rights would make it more difficult and/or costly for an acquirer to take over the target against the will of its board of directors.

Poison put
A provision in some new bond issues designed to protect bondholders against takeover-related credit deterioration of the issuer. Following a triggering event, bondholders may put their bonds to the corporation at an exercise price of 100% to 101% of the bond's face amount.

Pooling of interests accounting
Assets and liabilities of each firm are combined based solely on their previous accounting values.

Portfolio balance strategy
A balance in business segments based on market growth-market share criteria. Combine high growth-high market share (stars), low growth-high market share (cash cows), and low growth-low market share (dogs) segments to achieve favorable overall growth, profitability, and sufficient internal cash flows to finance positive NPV investment opportunities.

Potential competition
Firms not in an industry at the present time but that could enter.

Predatory behavior
A theory that holds that a dominant firm may price below cost or build excess capacity to inflict economic harm on existing firms and to deter potential entrants.

Premium buyback
Refers to repurchasing the stock of a large blockholder (an unwanted acquirer) at a premium over market price (greenmail).

Price-cost margin (PCM)
Defined as (Price minus Marginal Cost) divided by Price; that is, operating profit as a percentage of price. A zero PCM reflects perfect competition (i.e., Price = Marginal Cost).

Price pressure
A theory that the demand curve for the securities of an individual company is downward sloping and that this causes negative stock price effects resulting from large supply increases such as large block offerings.

Price trader
Outside investors who trade in response to price changes in securities regardless of whether or not they understand the cause of the price change.

Product breadth
Carryover of organizational capabilities to new products.

Product differentiation
The development of a variety of product configurations to appeal to a variety of consumer tastes.

Product-extension merger
A type of conglomerate merger; a combination between firms in related business activities that broadens the product lines of the firms; also called concentric mergers,

Product life cycle
A conceptual model of the stages through which products or lines of business pass. Includes development, growth, maturity, and decline. Each stage presents its own threats and opportunities.

Production knowledge
A form of organization learning; entrepreneurial or managerial ability to organize and maintain complex production processes economically.

Profit-sharing plan
A defined contribution pension plan in which the firm's annual contributions to the plan are based on the firm's profitability.

Proxy contest
An attempt by a dissident group of shareholders to gain representation on a firm's board of directors.

Public Utilities Holding Company Act of 1935
Federal securities legislation to correct abuses in financing and operation of gas and electric ?utility holding company systems.

Purchase accounting
The total assets of the combined firm reflect the purchase price of the target.

Pure conglomerate merger
A combination of firms in nonrelated business activities that is neither a product-extension nor a geographic- extension merger.

Puts
An option to sell an asset at a specified price for a designated period of time.

 

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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