asset acquisition
asset acquisition. Acquisition of a corporation by purchasing all its assets directly from the corporation itself, rather than by purchasing shares from its shareholders. — Also termed asset purchase. Cf. SHARE ACQUISI-TION.
Search Results for: ASSET ACQUISITION
share acquisition
share acquisition. The acquisition of a corporation by purchasing all or most of its outstanding shares directly from the shareholders; TAKEOVER. — Also termed share-acquisition transaction; stock acquisition; stock-acquisition transaction. Cf. ASSET ACQUISITION. [Cases: Corporations 197; Securities Regulation 52.10–52.50. C.J.S. Corporations §§ 373, 375–378; Securities Regulation §§ 121–141.]
failing company doctrine
failing-company doctrine. Antitrust. The rule that allows an otherwise proscribed merger or acquisition between competitors when one is bankrupt or near failure. 15 USCA §§ 12–27. — Also termed failing-firm defense. [Cases: Monopolies 20(1). C.J.S. Monopolies §§ 106–111, 115–116, 125.] “The 1992 guidelines provide a limited defense for failing firms and failing divisions of firms.
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termination fee
termination fee. A fee paid if a party voluntarily backs out of a deal to sell or purchase a business or a business’s assets. • Termination fees are usu. negotiated and agreed on as part of corporate merger or acquisition negotiations. The fee is designed to protect the prospective buyer and to deter the target
hart–scott–rodino antitrust improvement act
Hart–Scott–Rodino Antitrust Improvement Act. A federal statute, enacted in 1976, that generally strengthens the Justice Department’s antitrust enforcement powers, esp. by requiring firms to give notice to the Federal Trade Commission and the Justice Department of an intent to merge if one of the firms has annual revenues or assets exceeding $100 million, and the
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takeover
takeover. The acquisition of ownership or control of a corporation. • A takeover is typically accomplished by a purchase of shares or assets, a tender offer, or a merger. [Cases: Securities Regulation 52.10–52.26. C.J.S. Securities Regulation §§ 121, 123–127, 129–130, 138–139.] friendly takeover. A takeover that is approved by the target corporation’s board of directors.
scorched earth defense
scorched-earth defense. Corporations. An antitakeover tactic by which a target corporation sells its most valuable assets or divisions in order to reduce its value after acquisition and thus try to defeat a hostile bidder’s tender offer. Cf. CROWN-JEWEL DEFENSE; PAC-MAN DEFENSE.
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