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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

Take-out merger
The second-step transaction that merges the acquired firm into the acquirer and thus "takes out" the remaining target shares that were not purchased in the initial (partial) tender offer.

Takeover
A general term that includes mergers and tender offers (acquisitions).

Takeover defenses
Methods employed by targets to prevent the success of bidders' efforts.

Target
The object of takeover efforts.

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

Tax credit ESOP (TRASOP, PAYSOP)
An employee stock ownership plan that allowed employers to take a credit against their tax liability for contributions up to a specified amount, based on qualified investment in plant and equipment (TRASOP) and/or covered payroll (PAYSOP). Repealed by the Economic Recovery Tax Act of 1981 and the Tax Reform Act of 1986.

Tax-free reorganization
A takeover transaction in which the primary consideration paid to obtain the voting stock or assets of the target must be the voting stock of the acquiring firm. (In fact, tax is deferred only until target shareholders sell the stock received.)

Team effects
A form of organization capital; information that helps assign employees for an efficient match of capabilities to tasks and that helps match managers and other employees to form efficient teams.

Team production
Alchian and Demsetz's distinguishing characteristic of a firm. Team output is greater than the sum of the outputs of individual team members working independently (synergy). Increased output cannot be unambiguously attributed to any individual team member.

Tender offer
A method of effecting a takeover via a public offer to target firm shareholders to buy their shares.

Termination fee
The payment or consolation prize to unsuccessful bidders.

Third market
Trading conducted off the organized securities exchanges by institutional investors.

Tin parachutes
Payments to a wide range of the target's employees for terminations resulting from a takeover.

Tobin's q
The ratio of the current market value of the firm's securities to the current replacement costs of its assets; used as a measure of management performance.

Toehold
The initial fraction of a target firm's shares acquired by a bidder.

Top-down planning
An approach to overall firm strategy based on companywide forecasts from top management versus aggregation of segment forecasts.

Total capital requirements
A firm's financing requirements. Two alternative measures: (1) Change in operating working capital plus capital expenditures plus change in net other assets; (2) Change in sum of Interest-Bearing Debt plus Shareholders' Equity.

Total capitalization
The sum of total debt, preferred stock, and equity.

Tracking stock
The parent corporation issues a separate class of common stock whose value is based on the cash flows of a specific division.

Transaction cost
The cost of transferring a good or service across economic units or agents.

Transferable put rights (TPRs)
A share repurchase plan in which puts for a limited time period issued to current shareholders can be resold to others.

Trigger point
The level of share ownership by a bidder at which provisions of a poison pill anti- takeover defense plan are activated.

Trust Indenture Act of 1939 (TIA)
Federal securities regulation of public issues of debt securities of $5 million or more. Specifies requirements to be included in the indenture (the agreement between the borrower and lenders) and sets out the responsibilities of the indenture trustee.

Two-tier tender offer
Tender offers in which the bidder offers a superior first-tier price (e.g., higher or all cash) for a specified maximum number of shares it will accept and simultaneously announces its intentions to acquire remaining shares at a second-tier price (lower and/or securities rather than cash).

Type A, B, O reorganization
Forms of tax-free reorganizations. Type A: Statutory mergers (target merged into acquirer) and consolidations (new entity created). Type B: Stock for stock transaction in which target is liquidated into the acquirer or maintained as a separate operating entity. Type C: Stock-fur=asset transaction in which at least 80% of fair market value of target's property is acquired; target then dissolves.

 

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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