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A B C D E F-H I J-L M N-O P Q-R S T U-Z Fair value The value a dissenting shareholder is entitled to for his or her shares. Chapter 17.
Family capitalism Firms in which the entrepreneur and his or her close associates (and their families) who built the enterprise continue to hold the majority of stock, maintain a close personal relationship with their managers, and retain a major say in top management decisions. Chapter 2.
Financial capitalism Firms in which the financial institutions providing the corporation's capital are represented on the firm's board. The corporation's managers share top management decisions, particularly those involving the raising and spending of large sums of capital, with the representatives of the financial institutions. Chapter 2.
Flip in A provision, related to a poison pill, that allows shareholders to purchase half-price stock in the target if it will be the surviving entity in a merger. Chapter 17.
Flip over A provision, related to a poison pill, that allows shareholders to purchase half-price stock in the acquiring company if it will be the surviving entity in a merger. Chapter 17.
Floating interest rate A loan with an interest rate that varies over the life of the loan, possibly with a minimum or maximum rate. Chapter 6.
Foreign corporation A corporation that has been incorporated in another U.S. state. Chapter 5.
Foreign investment risk When investing assets in another country, the possibility that the other country might change its rules regarding foreign investment. Chapter 3.
Form S-1 A form required by the SEC to register a corporation's securities for sale to the public. Chapter 6.
Fraudulent conveyance A doctrine designed to protect a corporation's creditors. If a corporate debtor transfers assets for less than fair value at a time when it was insolvent and for the purpose of harming its other creditors, those other creditors can trace the transferred assets into the hands of the transferees. Chapter 8.
GAAP Generally Accepted Accounting Principles. The rules that tell accountants how to present the results of an audit. Chapter 3.
General partnerships Synonym for partnership used to distinguish an entity from other partnership forms such as limited partnerships. Chapter 18.
General proxy A proxy in which the agent is authorized to use his or her discretion in voting. Chapter 15.
Go public To sell securities of a corporation to the public for the first time. Chapter 6.
Going concern value The value of an asset operated as a discrete business. Chapter 3.
Going private transaction A transaction such as a merger or tender offer by which a public corporation becomes a private one. Chapter 17.
Greenmail The premium price that a corporation pays to an obstreperous shareholder to reacquire the shareholder's shares. Chapter 7.
Group More than one shareholder agreeing to act in concert regarding ownership of publicly traded securities. Chapter 17.
Guaranteed exit An agreement by which a shareholder has a right to require the corporation to repurchase the shareholder's interest. Chapter 20.
Happy cabbage Money.
Hay Money.
Heuristics Short-cuts that people routinely employ in deciding how much information to get, how to analyze information, and how to make decisions. Chapter 3.
Holdover A director who has continued in office after the expiration of his or her term because no successor has been elected. Chapter 9 and Chapter 15.
Horizontal integration A combination of businesses engaged in the same enterprise. Chapter 2.
Hostile tender offer An offer to shareholders at a premium price for at least a majority of the shares, which offer is opposed by the corporation's board. Chapter 17.
Howey test Test to determine whether an investment is an investment contract and therefore a security. The elements are (1) an investment of money, (2) in a common enterprise, (3) in which the investor was led to expect profits (4) primarily from the efforts of the promoter or a third party. Chapter 18 |