Glossary

Key supplier consent refers to the formal agreement or approval we seek from our critical suppliers when undertaking significant business transformations, such as mergers or acquisitions. This consent is crucial because it ensures that our relationships with these suppliers remain intact, enabling a smooth transition during the change process. Often, key suppliers hold vital roles in our supply chain and their support is necessary to maintain operations and avoid disruptions.

Cross-border filings refer to the submissions made by companies or entities when engaging in transactions, such as mergers and acquisitions, that span multiple countries. These filings include documentation required by regulatory authorities in each involved jurisdiction, ensuring compliance with local laws and regulations. The goal of such filings is to provide transparency and protect the interests of stakeholders by properly disclosing material information during transnational business activities.

Competition authority clearance is the formal approval process a merger or acquisition must undergo to ensure that it does not create unfair competition in the market. During this process, competition authorities evaluate the potential impact of the transaction on market dynamics, consumer choice, and pricing. By obtaining this clearance, companies seek to alleviate any regulatory concerns and ensure compliance with antitrust laws, allowing the transaction to move forward smoothly and without legal obstacles.

Dissenting shareholders are those investors who oppose a particular corporate action, such as a merger or acquisition, and express their disagreement formally. In most cases, these shareholders have the right to seek appraisal rights, which allow them to have their shares bought back at a fair value, rather than being forced to adhere to the decision of the majority. Essentially, dissenting shareholders are looking out for their own financial interests when they disagree with management’s strategic choices.

Divestiture is the process through which a company sells or disposes of an asset or a subsidiary. This could involve full divestiture, where a company relinquishes complete ownership, or partial divestiture, involving the sale of a stake while retaining some control. In essence, it allows organizations to streamline their operations, focus on core competencies, and improve their financial positions by unloading non-essential assets.

Flip-over rights refer to a provision often included in merger and acquisition agreements that allows investors to convert their preferred shares into common stock, usually under specified conditions. This mechanism is beneficial for investors because it provides them with the opportunity to gain a greater share of the ownership in the event of a change in control of the company, making their investment potentially more lucrative.

Flip-in rights are a type of shareholder protection mechanism that allows existing shareholders to purchase additional shares at a discounted price in the event of a takeover. This provision is designed to dilute the ownership interest of the acquirer, making it more challenging for them to gain control over the targeted company. We often refer to flip-in rights as a strategic tool that helps protect a company’s autonomy during unsolicited acquisition attempts.

The quick golden leash definition A golden leash is the incentive package that a company’s shareholders offer to a board member to influence his or her decisions. The incentive usually… Read More »Golden Leash definition