Your Free Online Legal Dictionary • Featuring Black’s Law Dictionary, 2nd Ed.

Search Results for: shareholder – Page 4

FLIP IN PILL

A POISON PILL that allows existing shareholders of a company that is the subject of a TAKEOVER to buy new shares at a discount; the pill increases DILUTION, and is thus intended

FLIP OVER PILL

A POISON PILL that allows existing shareholders of a company that is the subject of a TAKEOVER to buy the acquiring company

FLIP-OVER PILL

When a shareholder can buy shares cheap to prevent takeover. It is only legal if the laws permit it. If all shareholders do this than the company trying to buy it cannot

FINANCIAL HIGHLIGHTS

A summary of financial happenings in a company. It is publicly known and shared with shareholders. It can use performance statistics, net cash flow, or acquisition information. A government agency may also

GLOBAL CROSSING

A telecommunications company accused of reporting revenues that were in fact trades of communication capacity with other telecom companies that were not financial transactions. Charged in 2005 by the SEC with illegal

GLOBAL DEPOSITORY RECEIPT (GDR)

Issued by one country’s bank as negotiable certificate. Traded on the stock exchange of another country against a certain number of shares held in its custody. Can be bought and sold like

FREE RIGHT OF EXCHANGE

Without incurring any charge or fee, a stockholder or shareholder can transfer shares to someone else.

DEAD HAND CLAUSE

A provision contained within some POISON PILL defenses preventing the acquisition of the company by another firm even if a majority of shareholders approve of the offer. Only incumbent DIRECTORS can remove

EXPENSE RATIO

A total of fees paid periodically to a mutual fund divided by the total investment that shareholders or unit holders has. These fees are management fees, administrative fees, and operating expenses of

ELECTIVE RESOLUTION

Special resolution having 100% agreement by the stockholders or shareholders of a firm. Called for at annual general meetings (AGM).

DILUTION

The act of reducing the proportion of ownership held by current investors through issuance of new shares of COMMON STOCK (or through the exercise of outstanding stock OPTIONS or the conversion of

DIRECT LAWSUIT

A legal action where one or more shareholders sue DIRECTORS or executives directly, rather than through the CORPORATION, for breach of duties. See also DERIVATIVE LAWSUIT.

DIRECTOR

An individual acting as AGENT of the shareholders of a company. A director is responsible, along with other members of the BOARD OF DIRECTORS, for overseeing the activities of the executive management

EQUITY HOLDER

The entity owner of shares or stock. More commonly known as a shareholder or stockholder.

DRAG ALONG RIGHTS

Legal rights that allow majority shareholders of a company to force MINORITY INTERESTS to sell their shares in the event of a TAKEOVER bid; this is necessary in situations where the acquiring

CASH DIVIDEND

Payments made by a corporation to its shareholder members. It is the portion of corporate profits paid out to stockholders.

CASHOUT MERGER

The merger of a target firm paid in cash by the buying firm. Occurs when the targeted firm’s stockholders or shareholders do not want any part of ownership of the buying firm

CASH-OUT MERGER

The merger of a target firm paid in cash by the buying firm. Occurs when the targeted firm’s stockholders or shareholders do not want any part of ownership of the buying firm

COST OF CAPITAL

The total costs a firm bears in funding its operations through DEBT and EQUITY, equal to the rate of return needed to induce CAPITAL suppliers to invest or lend. The cost of