white knight. A person or corporation that rescues the target of an unfriendly corporate takeover, esp. by acquiring a controlling interest in the target corporation or by making a competing tender offer. — Also termed friendly suitor. See TAKEOVER. Cf. CORPORATE RAIDER.
shark repellent. 1. TAKEOVER DEFENSE. 2. More specifically, a charter or bylaw provision designed to impede hostile bids to acquire a controlling interest in a corporation.
lockup option. A defense against a corporate takeover, in which a friendly party is entitled to buy parts of a corporation for a set price when a person or group acquires a certain percentage of the corporation’s shares. • An agreement of this kind may be illegal, to the extent it is not undertaken to
corporate acquisition 公司收购 指一公司通过购买对方股票或免税换股等方式对另一公司进行接管，交易完成后，双方都维持各自的法律人格。 (→leveraged buyout; reorganization; takeover bid; merger)
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A takeover attempt in which the bidder corporation offers to exchange some of its securities for a specified number of the target corporation’s voting shares. Cf. TENDER OFFER. [Cases: Securities Regulation 52.30–52.50. C.J.S. Securities Regulation §§ 121–122, 127–128, 131–138, 140–141.]
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A corporation over which control is being sought by another party. See TAKEOVER.
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crown-jewel defense. An antitakeover device in which the target company agrees to sell its most valuable assets to a third party if a hostile bid is tendered, so that the company will be less attractive to an unfriendly suitor. Cf. SCORCHED-EARTH DEFENSE; PAC-MAN DEFENSE.
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tender offer. A public offer to buy a minimum number of shares directly from a corporation’s shareholders at a fixed price, usu. at a substantial premium over the market price, in an effort to take control of the corporation. — Also termed takeover offer; takeover bid. Cf. public-exchange offer under OFFER. [Cases: Securities Regulation 52.30–52.50.
A corporation that acquires the assets and liabilities of another corporation by a merger or takeover. [Cases: Corporations 586. C.J.S. Corporations § 807.]
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acquisition, n. 1. The gaining of possession or control over something ( acquisition of the target company’s as-sets). 2. Something acquired (a valuable acquisition). creeping acquisition. The gradual purchase of a corporation’s stock at varying prices on the open market. • As a takeover method, a creeping acquisition does not involve a formal tender offer,