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Sample selection bias
Criteria for sample may exclude some relevant categories. Examples: Completed spin-offs will not include spin-offs announced but not completed. Measures of industry profitability will not include firms that have failed. Studies of leveraged buyouts that have a subsequent public offering will represent the most successful and exclude the failures or less successful.

Saturday night special
A hostile tender offer with a short time for response.

Scale economies
The reduction in per-unit costs achievable by spreading fixed costs over a higher level of production.

Schedule 13D
A form that must be filed with the SEC within 10 days of acquiring 5% or more of a firm's stock; discloses the acquirer's identity and business intentions toward the target. Applies to all large stock acquisitions.

Schedule 14D
A form that must be riled with the SEC by any group or individual making solicitations or recommendations that would result in its owning more than 5% of .the target's stock. Applies to public tender offers only.

Scorched earth defenses
Actions taken to make the target less attractive to the acquiring firm and that also might leave the target in weakened condition. Examples are sale of best segments (crown jewels) and incurring high levels of debt to pay a large dividend or to engage in substantial share repurchase.

Second-step transaction
Typically the merger of an acquired firm into the acquirer after control has been obtained.

Secondary initial public offering (SIPO)
The reoffering to the public of common stock in a company that initially was public but then was taken private (e.g., in an LBO).

Securities Act of 1933 (SA)
First of the federal securities laws of the 1930s. Provides for federal regulation of the sale of securities to the public and registration of public offerings of securities.

Securities Exchange Act of 1934 (SEA)
Federal legislation that established the Securities and Exchange Commission (SEC) to administer securities laws and to regulate practices in the purchase and sale of securities.

Securities Investor Protection Act of 1970 (SIPA)
Federal legislation that established the Securities Investor Protection Corporation empowered to supervise the liquidation of bankrupt securities firms and to arrange for payments to their customers.

Securities parking
An arrangement in which a second party holds ownership of assets to avoid identification of the actual owner in order to avoid rules and regulations related to securities trading.

General term for divestiture of part or all of a firm by any one of a number of means--sale, liquidation, spin-off, and so on.

Shareholder interest hypothesis
The theory that shareholder benefits of antitakeover defenses outweigh management entrenchment motives and effects.

Share repurchase
A public corporation buys its own shares, by tender offer, on the open market or in a negotiated buyback from a large blockholder.

Shark repellent
Any of a number of takeover defenses designed to make a firm less attractive and less vulnerable to unwanted acquirers.

Shark watcher
A firm (usually a proxy solicitation firm) that monitors trading activity in its clients' stock to detect early accumulations by an unwanted acquirer before the 5% disclosure threshold.

Shelf registration
The federal securities law provision in Rule 415 that allows firms to register at one time the total amount of debt or equity they plan to sell over a 2 year period. Securities can then be sold with no further delays whenever market conditions are most favorable.

Sherman Act of 1890
Early antitrust legislation. Section 1 prohibits contracts, combinations, and conspiracies in restraint of trade. Section 2 is directed against actual or attempted monopolization.

Short-swing trading rule
Federal regulation under Section 16 of the Securities Exchange Act that prohibits designated corporate insiders from retaining the profits on any purchase and sale of their own firm's securities within a 6 month period.

An action that conveys information to other players; for example, seasoned new equity issues signal that the stock is overvalued.

Silver parachutes
Reduced golden parachute provisions that extend to a wider range of managers.

Sitting-on-a-gold mine hypothesis
Attributes the increase in a takeover target's stock price to information disclosed during the takeover process that the target's assets are undervalued by the market.

Small numbers problem
When the number of bidders is large, rivalry among bidders renders opportunistic behavior ineffectual. When the number of bidders is small, each party seeks terms most favorable to it through opportunistic representations and haggling.

Specialized asset
An asset whose use is complementary to other assets. For example, a pipeline from oil-producing fields to a duster of refineries near large consumption markets.

The degree to which an asset or resource is specialized to and thus dependent on the rest of the firm or organization.

A transaction in which a company distributes on a pro rata basis all of the shares it owns in a subsidiary to its own shareholders. Creates a new public company with (initially) the same proportional equity ownership as the parent company.

A transaction in which some, but not all, parent company shareholders receive shares in a subsidiary in return for relinquishing their parent company shares.

A transaction in which a company spins off all of its subsidiaries to its shareholders and ceases to exist.

Spreadsheet approach
Analysis of data over a number of past and projected time periods.

The elimination of minority shareholders by a controlling shareholder.

Staggered board
Also called a classified 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.

Stake-out investment
Preliminary investment for a foothold in anticipation of the future possibility of a larger investment.

Any individual or group who has an interest in a firm; in addition to shareholders and bondholders, includes labor, consumers, suppliers, the local community, and so on.

Standard Industrial Classification (SIC)
The Census Bureau's system of categorizing industry groups, mainly product or process oriented.

Standstill agreement
A voluntary contract by a large block shareholder (or former large blockholder bought out in a negotiated repurchase) not to make further investments in the target company for a specified period of time.

Start-up MLP
Also called acquisition MLP. The assets of an existing entity are transferred to a master limited partnership, and the business is henceforth conducted as an MLP. The Boston Celtics's conversion into an MLP is an example.

Stepped-up asset basis
The provision allowing asset purchasers to use the price paid for an asset as the starting point for future depreciation rather than the asset's depreciated book value in the hands of the seller.

Stock appreciation right (SAR)
Part of an executive compensation program to align managers' interests with those of shareholders. SARs are issued to managers, giving them the right to purchase stock on favorable terms; the exercise price can be as low as 50% of the stock price at issuance; maximum life is 10 years.

Stock bonus plan
A defined contribution pension plan in which the firm contributes a specified number of shares to the plan annually. The benefits to plan beneficiaries depend on the stock performance.

Stock lockup
An option to buy some fraction of the target stock at the first bidder's initial offer when a rival bidder wins.

The long-range planning process for an organization. A succession of plans (with provisions for implementation) for the future of a firm.

Strip financing
A type of financing, often used in leveraged buyouts, in which all claimants hold approximately the same proportion of each security (except for management incentive shares and the most senior bank debt).

Structural theory
An approach to industrial organization that argues that higher concentration in an industry causes less competition due to tacit coordination or over collusion among the largest companies.

New shares issued in exchange for old shares in a Ieveraged recapitalization.

Subchapter S corporation
A form of business organization that provides the limited liability feature of the corporate form while allowing business income to be taxed at the personal tax rates of the business owners.

Superior-vote stock
In dual-class stock firms, the class of stock that has more power to elect directors; usually concentrated in the hands of management.

A requirement in many antitakeover charter amendments that a change of control (for example) must be approved by more than a simple majority of shareholders; at least 67% to 90% approval may be required.

Supernormal growth
Growth due to a profitability rate above the cost of capital.

Exchanges of one class of securities for another.

Acronym for Strengths, Weaknesses, Opportunities, and Threats; an approach to formulating firm strategy via assessments of firm capabilities in relation to the environment.

The "2 + 2 = 5' effect. The condition of the output of a combination of two entities being greater than the sum of their individual outputs.


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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