11. Desvendando o Prospecto

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Dificilmente o investidor se dá o trabalho de ler integramente o prospecto, muito embora seja altamente recomendável, ainda mais de acordo com valores confiados à companhia emissora. Os elaboradores com certeza procuram fazer um prospecto que seja o mais esclarecedor possível, mas…

Standstill Agreement

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Takeover operations environment has the law offices as one of the principals. Any Merger and Acquisition movement is related to lots of documents, securities laws, working along financial data. Standstill Agreement is a kind of contract used for several situations, whenever usually…

Jonestown Defense

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This is a radical attitude against hostile takeover canvas. Seems nuts for most people, and always needs a double check over the corporation history to understand this act. For example, competition can be much more related to greed than about efficiency. Usually…

Show Stopper

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Merger and Acquisitions operations are complex deals with multiple consequences in the market chess. Those operations touch thousand of employees, with significant tax effects, and also with geopolitical influence. Settle or not an industry within a state or county represents an activity…

Scorched Earth

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Takeover bids normally happens over corporations with some crown Jewells. One of takeover defenses consists in making target company unattractive for raiders. This strategy can be implemented by several ways. Like selling or spinning off valuable assets, taking serious risky treasury cash…

Gray Knight

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Under the greatest chaos, there’s always someone with midas touch. If a hostile and unsolicited takeover is something serious for any corporation, its bankers, investors and employee what to say about a third raider. Surprise can be not some new, but it…

BuyBack

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Buyback its not exclusively related to takeover defense. It’s usual for any company to buyback outstanding shares if prices are low. Something natural, and is a common task of a corporation treasury desk. Whenever there’s a high demand for more shares, and…

Golden Parachutes

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Officers need some protection against these operations. In time of takeovers rally without any provisions about it, an officer cannot make his job out of pressure. Golden Parachutes are already part of corporate management culture, in case of hostile takeover. Without it,…