| D |

M&A Term	Definition	Note
D Reorg	a Tax-Free Reorg under Section 368(a)(1)(D) of the US Internal Revenue Code wherein a Target corporation transfers assets to an acquiring corporation if 50 percent of the combined voting power and value of the Stock of the acquiring corporation is owned by the transferor corporation and/or one or more of its shareholders immediately after the transfers. In an “acquisitive” D Reorg, Substantially All of the Target corporation’s assets must be transferred. In a “divisive” D Reorg that precedes a Spin-Off, only part of the assets need to be transferred.	N1
D&O	Directors and officers of a company.	N2
D&O (Liability) Insurance	Financial liability insurance which a company can take out for members of the management board, the supervisory board and senior employees; it covers potential claims for compensation against the insured persons. In relation to D&O insurance, section 93 (2) sentence 3 of the German Stock Corporation Act (AktG) provides for a deductible of no less than 10% of the damage (per claim) up to at least an amount equal to 1.5 times the fixed annual compensation of the managing board member (upper limit for the aggregate of claims in a year). However, the insurance industry now offers products that enable the risks arising from the deductible to be insured by the relevant persons.	N2
D&O Coverage	the insurance coverage provided to a director or officer (or to all directors and officers) under a Directors and Officers Liability Insurance policy	N1
D&O Insurance	shorthand for Directors and Officers Liability Insurance	N1
Damages	Compensation.	N2
Data Room	name for specified records and documents pertaining to a company and its business which are available for Due Diligence review by a party entering into an agreement with the company. See also Virtual Data Room.	N1
Data Room	Where all the key documents relating to the asset being acquired are made available. This documentation is examined during Due Diligence. The traditional Physical Data Room has now mostly been replaced by a Virtual Data Room.	N2
Data room	Can be a physical room or an electronic space. It holds data related to the company being sold. Prospective buyers who received access to the data room have an opportunity to consult documents related to finance, operations, tax, legal and other business matters.	N3
Data room	the room or space (may also be an electronic space, see also E-data room) in which specific data concerning the company are collected. By providing the buyer (and its advisors) with access to this space, the buyer will have the opportunity to read these documents and to form a picture of the company. Visits to a data room are governed by data room rules.	N4
Data room	a location or space (may also be an electronic space) in which potential purchasers can get access to specific confidential data concerning the company/business. By providing the buyer (and its advisors) with access to this space, the buyer will have the opportunity to read these documents and to form a picture of the company.	N5
Data Room Index	Resembling a table of contents, this index lists all the documents that can be inspected in the Data Room (arranged by topic or other criteria).	N2
Data Room Rules	These are the ground rules for using the Data Room. In the case of a Physical Data Room, they normally specify the opening hours, the persons authorised to enter the room and the permitted number of queries relating to the documents. They also indicate whether documents may only be inspected or also copied. In a Virtual Data Room, the print function may be deactivated and it may not be possible to save documents or take screenshots. Since the data room rules are monitored electronically in a virtual data room, supervision is stricter.	N2
Data Room Rules	a set of rules that the visitor must first accept, laying down whether the visitor is to be given access to the data room, at what time, for how long, and what may happen to the information contained in it (e.g. whether or not copies can be made).	N4
Dawn Raid	in the context of a Takeover, Dawn Raid describes a potential Bidder’s purchase of a substantial number of the Shares in a company as soon as the markets open, in an attempt to become a significant shareholder. See also Stakebuilding.	N1
Dawn Raid	Official on-site investigation carried out without warning, e.g. in competition law-related matters or criminal tax proceedings. Many consultancies and law firms offer special training for companies so that staff are prepared for such situations and can respond appropriately.	N2
DAX index	Stock market index of 30 leading German shares.	N6
Day 21	the first permitted Closing Date after a UK Takeover Offer has been made under the City Code. The same rule exists under the HK Takeovers Code.	N1
Day 60	the last day on which a UK Takeover Offer may be declared or become Unconditional As To Acceptances under the City Code. The same rule exists under the HK Takeovers Code.	N1
DB	See defined benefit.	N6
DC	See defined contribution.	N6
DCF	acronym for Discounted Cash Flow	N1
DCF	Discounted Cash Flow.	N2
DCF	“DISCOUNTED CASH FLOW (DCF) METHOD a valuation method actualizing the future free cash flows in a forecast financial model. The actualization is based an discount factor known as the WACC(Weighted Average Cost of Capital). The ultimate „benefit“ from an investment comes in the form of positive cash flow. The higher the expected cash flow a company can generate in the future, the higher its current value. To calculate cash flow of a company we need information contained in a projected income statement as well as in the accompanying balance sheet, changes in expected working capital, future capital expenditure and sources of cash. These projections are subject to a host of assumptions related to each and every element in the balance sheet and profit and loss account: growth, margins, days sales outstanding, liabilities, financining sources, interest costs, … Risk: This implicates that estimating a cash flow is a risky business. The level of assesed risk will influence the investor’s demanded return. The higher the risk, the higher the demanded return. The higher the demanded return, the lowerthe amount the investor willing to pay up front for the company. r”	N3
DCF	See discounted cash flow.	N6
DCF Discounted Cash Flow	a commonly used valuation method where the present value of all future cash flows from a company is calculated.	N5
DCF(F)/Discounted Cash Flow (to the Firm)	a commonly used valuation method based on an actualization of future free cash flows. The future free cash flows are estimated on the basis of a forecast and then actualized to the current date by using an actualization rate or discount factor known as the WACC	N4
DCGK	German Corporate Governance Code (Deutscher Corporate Governance Kodex).	N2
DD	Due Diligence	N2
De minimis	1. means not material. A Latin phrase meaning “minimal things,” which in the M&A context are often excluded from Due Diligence reporting and/or Representations and Warranties and Indemnity protections. 2. the Threshold which an agreement party must meet in order to have Indemnification claims under the agreement	N1
De Minimis	In a sale and purchase agreement, this refers to the amount below which the buyer cannot assert warranty claims. De minimis provisions are aimed at preventing the parties from making minor claims and thus encourage a more constructive relationship. They are generally combined with a Deductible or First Dollar rule (see also Basket).	N2
De minimis	A sale and purchase agreement will often include a claims clause. The minimum amount for an individual claims to count toward the claims threshold is referred to as ‘de minimis’.	N3
De minimis	a minimum amount for any individual claims. Typically seen on warranty and indemnity claims.	N5
Dead Hand Pill	a Poison Pill containing a provision that prevented Insurgent directors after a Change of Control of a Board of Directors from redeeming the company’s Poison Pill 1. (US) This feature was invalidated by the Delaware and New York courts. See Quickturn Design Sys., Inc. v. Mentor Graphics Corp., 721 A.2d 1281 (Del. 1998); and Bank of New York Co. v. Irving Bank Corp., 528 N.Y.S.2d 482 (N.Y. App. Div. 1988).	N1
Deadlock	Describes an (often lengthy) impasse at shareholder or board level. The parties involved block each other due to having equal shareholdings, vetoes or other special rights. Since it is not possible to form a majority, decision-making breaks down. Mechanisms to resolve a deadlock include a  Texas Shoot Out and Russian Roulette.	N2
Deadlock	a negotiating term for a situation in which an agreement cannot be made or where ending a disagreement is impossible because neither side will give up something that it wants.	N5
Deal advisor	the advisor (often an investment bank or corporate finance house), actingas a broker, which means that it looks for the parties and brings them together, conducts and organizes negotiations and draws up the various non-judicial sales documents (see also teaser, info memo and process letter).	N4
Deal advisor	the advisor (often an investment bank, corporate finance house, accountant or business broker), acting as a broker, which means that it looks for the parties and brings them together, conducts and organises negotiations and draws up the various non-legally binding sales documents.	N5
Deal Breaker	a key issue(s) which will cause a party to stop pursuing a transaction or will prevent a deal from proceeding or being consummated	N1
Deal Breaker	Factor which results in negotiations breaking down if no solution or agreement is found; it is the purpose of Due Diligence to identify possible deal breakers and highlight solutions for a successful outcome.	N2
Deal Certainty	see Conditionality	N1
Deal Flow	the often discussed rate at which investment propositions come to corporations, PE and other Investors, and the deals flow to the advisors. Also referred to as the Pipeline.	N1
Deal Jumping	an Unsolicited Offer by a Competing Bidder to acquire a Target Company which is already in negotiations, or has a signed Acquisition Agreement, with another Bidder	N1
Deal Protection	refers to provisions in an Acquisition Agreement which are intended to protect a Bidder by discouraging a Competing Bidder from engaging in Deal Jumping	N1
Deal Protection Fee	another term for a Break-Up Fee or Termination Fee	N1
Deal Toy	a gift (often made of lucite) handed out to deal participants to celebrate the Closing. Also called an Acrylic, Lucite or Tombstone.	N1
Dealer Manager	name for a Financial Advisor to a Bidder in connection with a Tender Offer or Exchange Offer for Stock or debt of a Target Company. The name originated in the early days of modern M&A, when the Dealer Manager did, in fact, manage the solicitation of tenders or exchanges. The name is an anachronism today in Tender Offers and Exchange Offers for Stock because the Dealer Manager no longer provides this service and its role, as a practical matter, is limited to acting as a Financial Advisor to the Bidder. In Tender Offers and Exchange Offers for debt, however, Dealer Managers frequently do manage the solicitation, as well as act as Financial Advisor to the Bidder.	N1
Dealer Manager Agreement	name for agreement between a Bidder and an Investment Bank in connection with a Tender Offer or Exchange Offer of any kind, pursuant to which the Investment Bank is hired to act as a Dealer Manager	N1
Debenture	a document entered into between the company and a Lender setting out details of any Fixed Charges, Floating Charges, any other Security arrangements, and the related terms and conditions 1. (HKG) in Hong Kong, the term Debenture is used in the Companies Ordinance to describe essentially debt instruments	N1
Debenture	a legal document which formalises a lender’s charge over the assets of a company	N5
Debenture	Loan made to a company, secured against its assets.	N6
Debt	Often defined as all of a company’s liabilities, for example Financial Debt or current liabilities that form part of Net Working Capital. Since there is no fixed definition of debt, a precise description must be provided in contracts.	N2
Debt & Cash Free	A term used to value an acquisiton target. Abstractions is made of any debt or cash in the company. The acquisition value is based on a range of factors, all excluding debt or cash elements. Discussion may arise on debt-like items, and what qualifies as debt or not.	N3
Debt / Equity Swap (DES)	Conversion of Debt into Equity; a debt for equity swap occurs in connection with debt rescheduling. Following the amendment of the German Insolvency Ordinance (Insolvenzordnung – InsO), it now contains explicit provisions on debt for equity swaps involving German companies.	N2
Debt Capital Markets (DCM)	The environment in which the issuance and trading of debt securities occurs. Debt is often used as an alternative to financing through equity, and can add diversity to funding.	N6
Debt Equivalents	a debt-like financial obligation or other non-equity claim resulting from the signing of a short- or long-term contract (e.g., operating leases, unfunded pension liabilities, asset retirement obligations, contingent liabilities). See also Capital Structure and Hybrid Securities.	N7
Debt Financing	a borrowing transaction to raise the portion of the Acquisition Consideration consisting of borrowed funds. Debt Financing typically takes the form of bank borrowings and/or issuances of senior and subordinated Bonds in the public or private High Yield Bond markets. Debt Financing may also consist of Mezzanine borrowings from Hedge Funds or specialized funds raised specifically to provide subordinated Debt Financing for Acquisitions.	N1
Debt for Equity	the process whereby a debt interest is extinguished in exchange for an Equity Interest. Used to re-structure a company’s Balance Sheet in a Restructuring. See also Loan-To-Own-Strategy.	N1
Debt free, cash free	a deal term commonly seen in a Letter of Intent or HoTs where the offered price assumes a situation without financial debts and surplus free cash.	N5
Debt Free/Cash Free	see Cash Free/Debt Free	N1
Debt Push Down	Tax objective in acquisitions; the aim is for the Target to service the debt capital; this often involves establishing an SPV. The SPV uses a combination of limited equity and substantial borrowings to acquire the target company, which is then held as a subsidiary. In a subsequent merger, the SPV is dissolved and the Debt passes to the target. Debt push down requires careful legal planning, especially with regard to maintenance of capital rules.	N2
Debt push down	an exercise in which the acquisition debt is pushed ‘«own» to the operating companies. Banks and other lenders prefer to provide funding to companies that generate the operating cash flow, particularly if the acquisition of shares is done through a holding company that has no operating activities itself. This is often the case in private equity deals.	N4
Debt pushdown	A term used for the practice of pushing the acquisition debt down into the acquired entity. Lenders will often take into account the cash flow of the combined entities (acquirer and targets) and check if the combined business model is solid enough to pay back any debt. If the acquirer is a holding company, all debt may be pushed down in the acquired entity.	N3
Debt syndication	if several banks underwrite the debt financing, they can form a syndicate and as a result act jointly	N4
Debt/Equity Ratio	Company’s borrowings divided by its issued share capital. It is a measure of the amount of gearing (leverage) of a company and an indicator of financial strength. A company with a higher debt/equity ratio can offer greater returns to shareholders, but these will be more volatile than if the gearing were lower.	N6
Debtor Warrant	Anti-embarrassment Clause.	N2
Debtors	Parties that owe a business money.	N5
Debt-to-Equity Swap	the process of a Lender changing its repayment claim under the Facilities agreement to equity or assets of the borrowing company	N1
Decile	Relative ranking (in tenths) of a particular portfolio (or manager) in a league table of returns. For example, a decile ranking of 1 (or “top decile”) indicates a performance in the top 10% of portfolios surveyed, a decile ranking of 2 (or “second decile”) indicates performance in the next 10%, and so on.	N6
Deck	see Banker Book or Board Book	N1
Declassify a Board	the process of amending a company’s Articles of Incorporation (or, in some cases, Bylaws) to remove classification of the Board and provide instead for annual election of directors. Compare Classified Board. See also Destagger the Board.	N1
Deductible	shorthand for a provision in an Indemnification agreement which requires the indemnified party to bear the initial risk of loss, up to a specified amount, before being able to seek recovery from the applicable indemnifying party. The concept is the same as the deductibles in a health or car insurance policy.	N1
Deductible	Provision in a sale and purchase agreement typically relating to warranty claims which stipulates that if an agreed limit (Threshold) is exceeded, only the excess amount may be claimed (see also Excess Only). If the total amount of the claim is payable when the threshold is exceeded, this is referred to as the First Dollar rule. As with the De Minimis provision, this rule is aimed at preventing the parties from making minor claims and thus encourages a more constructive relationship.	N2
Deed	Legal document used in some common law jurisdictions; agreement that requires a specific form.	N2
Deed Poll	a deed but with no counterparty. The person entering into the Deed Poll promises to do certain things for the benefit of certain third parties and the third parties can enforce this obligation even though not a party to the document itself.	N1
Deep Discount Bond	Bond priced significantly below face value, typically a zero coupon bond or a distressed bond.	N6
Default	In the narrow sense, a delay in payment; in the broader sense, especially in finance agreements, also other breaches of contract.	N2
Default	the failure to comply with the terms and conditions of a financing agreement/arrangement.	N5
Default	a. Failure to pay interest or principal promptly when due. b. Failure to make margin payments on a futures contract. c. Failure to comply with other conditions of an obligation or agreement.	N6
Defensive merger	The directors of a threatened company may acquire another company for shares as a defensive measure to forestall the unwelcome takeover bid. For this purpose, they may sell a large block of shares of their own company in the hands of shareholders of a “friendly” company to make their own company least attractive for takeover bid.	N3
Defensive Stock	Stock which is expected to be less volatile than the overall market — for example, utilities stocks. (See also cyclical stock.)	N6
Deferred Annuity	Annuity whose payments commence from a future date. Deferred annuities can be bought from an insurance company to secure a pension in the future.	N6
Deferred Compensation	Arrangement under which the consideration does not become due until a later point in time; for example, the seller may be obliged to transfer the entire purchase item but the buyer does not need to pay part of the purchase price until a later date (Deferred Purchase Price).	N2
Deferred Consideration:	see Deferred Purchase Price	N1
Deferred payment/vendor note/vendor loan	if the seller allows spread payments, it effectively grants a loan (vendor note or vendor loan) to the buyer.	N5
Deferred Purchase Price	the portion of the purchase price the Purchaser does not have to pay at Closing but at a later time. See also Deferred Consideration.	N1
Deferred Purchase Price	Element of the purchase price that does not become due until a later date (see also Deferred Compensation).	N2
Defined Benefit (DB)	Pension arrangement where the benefits payable to members are clearly specified, usually as a percentage of salary at, or near, retirement. The contributions that are required to ensure that this commitment can be met will vary depending on the plan’s investment and demographic experience and the benefits to be provided. The employer bears the investment risk in such an arrangement.	N6
Defined Benefit (Pension) Plan	a pension plan in which an employer promises a pre-determined entitlement to pension holders by reference to the former employee’s service of employment rather than depending on investment returns. As a result, depressed stock markets have seen many Defined Benefit (Pension) Plans accrue contingent liability deficits, the future responsibility for which will generate discussion in relevant M&A deals.	N1
Defined benefit pension plan	“A defined benefit pension plan is a type of pension plan in which an employer/sponsor promises a specified monthly benefit on retirement that is predetermined by a formula based on the employee’s earnings history, tenure of service and age, rather than depending directly on individual investment returns. Traditionally, many governmental and public entities, as well as a large number of corporations, provided defined benefit plans, sometimes as a means of compensating workers in lieu of increased pay. A defined benefit plan is ‘defined’ in the sense that the benefit formula is defined and known in advance. Conversely, for a “”defined contribution retirement saving plan””, the formula for computing the employer’s and employee’s contributions is defined and known in advance, but the benefit to be paid out is not known in advance. The most common type of formula used is based on the employee’s terminal earnings (final salary). Under this formula, benefits are based on a percentage of average earnings during a specified number of years at the end of a worker’s career. In the private sector, defined benefit plans are often funded exclusively by employer contributions. For very small companies with one owner and a handful of younger employees, the business owner generally receives a high percentage of the benefits. In the public sector, defined benefit plans usually require employee contributions. Over time, these plans may face deficits or surpluses between the money currently in their plans and the total amount of their pension obligations.[5] Contributions may be made by the employee, the employer, or both. In many defined benefit plans the employer bears the investment risk and can benefit from surpluses.[6]”	N3
Defined benefit pension plan	a pension plan in which the final amount to be obtained is contractually fixed. In an acquisition with this type of pension plan there is often discussion about the size of the existing pension debt. Specialized pension actuaries are therefore consulted to analyze these types of plans and to work out how the pension provision and the accrued specific investments relate to the pension debt.	N4
Defined Contribution (DC)	Pension arrangement where the rate of contribution paid by the employer and/or the employee is defined (usually a percentage of salary). The benefits paid to members will depend on the contributions paid into the plan on behalf of the member, the investment return earned on those contributions, and the terms available at retirement for converting the fund into a pension. The employee/member bears the investment risk in such an arrangement. Also known as money purchase.	N6
Defined Contribution (Pension) Plan	a pension plan (now more common than a Defined Benefit (Pension) Plan) in which the amount of the employer’s annual contribution is specified and the employer’s liability is capped to the contributions made and are not tied to the former employee’s service or investment performance of the plan.	N1
Defined contribution plan	“In a defined contribution plan, contributions are paid into an individual account for each member. The contributions are invested, for example in the stock market, and the returns on the investment (which may be positive or negative) are credited to the individual’s account. On retirement, the member’s account is used to provide retirement benefits, sometimes through the purchase of an annuity which then provides a regular income. Defined contribution plans have become widespread all over the world in recent years, and are now the dominant form of plan in the private sector in many countries. Money contributed can either be from employee salary deferral or from employer contributions. The portability of defined contribution pensions is legally no different from the portability of defined benefit plans. However, because of the cost of administration and ease of determining the plan sponsor’s liability for defined contribution plans (you do not need to pay an actuary to calculate the lump sum equivalent that you do for defined benefit plans) in practice, defined contribution plans have become generally portable. In a defined contribution plan, investment risk and investment rewards are assumed by each individual/employee/retiree and not by the sponsor/employer, and these risks may be substantial. In addition, participants do not necessarily purchase annuities with their savings upon retirement, and bear the risk of outliving their assets. (In the United Kingdom, for instance, it is a legal requirement to use the bulk of the fund to purchase an annuity.) The “”cost”” of a defined contribution plan is readily calculated, but the benefit from a defined contribution plan depends upon the account balance at the time an employee is looking to use the assets. So, for this arrangement, the contribution is known but the benefit is unknown (until calculated). Despite the fact that the participant in a defined contribution plan typically has control over investment decisions, the plan sponsor retains a significant degree of fiduciary responsibility over investment of plan assets, including the selection of investment options and administrative providers. A defined contribution plan typically involves a number of service providers, including in many cases: Trustee Custodian Administrator Recordkeeper Auditor Legal counsel[17]”	N3
Defined contribution plan	a pension plan in which the final amount is not fixed, but will be the sum of the contributions and the return achieved. In this context, the company does not give the employee a guarantee of what the final amount will be. However, for the members, the law protects the return on accrued reserves by imposing a minimum return.	N4
Definitions	A list of detailed definitions covering the terms used in the actual text of the contract, as is common practice in English-speaking countries. Alternatively, terms in the contract are emphasised by the use of brackets, e.g.: “The provisions in sections [ • ] are contingent on the condition precedent that the Federal Cartel Office does not disallow execution of this agreement or that it approves execution (hereinafter ‘Merger Control Approval’).” Definitions (especially in contracts written in English) are also identified by being capitalised every time they occur in the rest of the text.	N2
Deflation	Decline in the prices of goods and services — that is, the opposite of inflation.	N6
Delisting	Ending a company’s stock market listing. Opposite of IPO (see also Going Private).	N2
Delivery Versus Payment	a delivery of Securities only upon receipt of payment, where delivery and payment are deemed to take place simultaneously	N1
Delta Hedging	Strategy for combining derivatives with holdings in the underlying assets in such a way that the price of the overall portfolio does not change with small instantaneous changes in the price of the underlying asset. Used by investment banks, for example, to control risks in their derivative positions.	N6
Demand Registration Rights	a type of Registration Right that entitles the holder, subject to certain agreed upon conditions, to force the Issuer to register the Issuer’s Securities with the SEC, or other relevant authority. Compare Piggy Back Registration Rights.	N1
Demerger	the division of a business into two or more separate organizations. Also known as a Spin-Off.	N1
Demerger by agreement	In this, the demerger takes place by an agreement with the shareholders and the creditors of the company. All the assets of the old company would be transferred to the new company and henceforth the new company would pay all the creditors.	N3
Demerger or corporate split or division	This takes place when part of a company’s undertaking is transferred to a newly formed or an existing company. Some or that part of the shares of the first company are also transferred to the new company. The reminder of the first company’s undertaking continues to be vested in it and the share holders of the main company gets reduced by that extent.	N3
Depositary	see Depository	N1
Depository	name for an entity (usually one possessing trust powers under state or federal law) that agrees to receive and hold specified Securities and/or cash in connection with a commercial transaction. For example, depositories are commonly required in Tender Offers and Exchange Offers to receive tendered Securities and disburse the promised consideration to the tendering shareholders. 1. (US) see Depository Trust Company 2. (UK) see CREST 3. (DEU) see Clearstream 4. (ESP) see IBERCLEAR 5. (FRA) see Euroclear France 6. (HKG) see Central Clearing and Settlement System/CCASS 7. (ITA) see Monte Titoli S.p.A. 8. (RUS) see National Settlement Depositary 9. (SGP) see Central Depository (Pte) Limited / CDP See also Depositary.	N1
Depository Trust Company	a member of the US Federal Reserve System and an SEC clearing agency that brings efficiency to the Securities industry by retaining custody of millions of Securities, effectively “dematerializing” most of them so that they exist only as electronic files rather than as countless pieces of paper. DTC is the reason you don’t have to keep actual physical Securities in your safe deposit box. Instead, DTC takes custody of the Security (which is placed in DTC’s vault) and then keeps an electronic record of who the real owners of the Security are. See also Record Owner and Cede & Co.	N1
Depreciation	in accounts, the method of allocating the cost of an asset to the period expected to benefit from its use	N1
Depreciation	Write-downs on tangible fixed assets; to be distinguished from Amortisation, which applies to intangible assets.	N2
Depreciation	an accounting method of allocating the cost of a tangible asset over its useful life.	N5
Derivative	Financial instrument whose value is dependent on the value of an underlying index, currency, commodity or other asset. Examples include options, futures, forwards and swaps.	N6
Designated Areas	in the UAE land ownership by non-GCC nationals is generally limited to land and/or buildings in Designated Areas in certain Emirates	N1
Destagger the Board	analogous to Declassify the Board	N1
Determination Period	a period of time specified in a contract for the measurement of events that determine specified contractual terms/sale at the period of time specified in an Acquisition Agreement — during which a value of the Buyer’s Common Stock is determined for purposes of establishing an Exchange Ratio	N1
Deterministic Modelling	Liability-matching modelling that assumes that the liability payments and the asset cash flows are known with certainty.	N6
Devaluation	Formal reduction in the value of a currency relative to other currencies or, historically, to the price of gold. This is different from depreciation, which is the gradual reduction in the value of a currency through market movements.	N6
Development Capital	also known as Growth Capital and often provided by Venture Capital firms. Development Capital is the long-term equity capital raised to allow a company to grow without relying wholly on short-term bank debt.	N1
Development Capital	Capital investment into companies which are generally profitable but which require further equity finance to expand.	N6
DFM	the Dubai Financial Market is a stock exchange based in Dubai	N1
DFSA	Dubai Financial Services Authority, the regulator for all ancillary firms, entities, and individuals carrying out financial services in or from the DIFC	N1
DGCL	acronym for the Delaware General Corporation Law	N1
Dial-in (Details)	Data for dialling into a Conference Call.	N2
DIFC	acronym for the Dubai International Financial Centre	N1
Dilapidations	According to the Royal Chartered Institute of Surveyors (RCIS) ‘Dilapidations’ refers to breaches of lease covenants that relate to the condition of a property during the term of the tenancy or when the lease ends.	N5
Diligence	see Due Diligence	N1
Dilution	in a financial context, the outcome of an event that reduces a financial statistic or ownership interest. Stock issued by a company at a very low value below market can cause a Dilution in the price and value of the previously outstanding Stock. An Acquisition can cause Earnings Per Share Dilution of the Buyer’s Stock. 1. (UK) refers to the result of a non-pre-emptive offering of Shares to existing shareholders. Compare Pre-Emptive Rights.	N1
Dilution	Reduction in the percentage or value of a shareholder’s equity interest; dilution occurs when a shareholder chooses not to subscribe for new shares in the context of a capital increase, for example. Following the capital increase, the investor holds a lower percentage shareholding than prior to the capital increase.	N2
Dilution	The reduction of earnings, or the value of a stock, that can occur in a merger when more shares are issued; or with conversion of convertible securities into common stock.	N3
Dilution	a decrease in the earnings per share due to an increase in the number of shares over which the profit is distributed	N4
Dilution	Reduction in earnings per share and book value per share due to an increase in the number of shares issued. This can occur if convertible securities are converted, if warrants or stock options are exercised, or if a rights issue or scrip issue takes place.	N6
Dilution levy	Charge levied on a new investor entering or leaving a pooled fund to ensure that other investors in the fund do not suffer the trading costs of the new investor.	N6
Dilutive	An acquisition is dilutive when the combined earnings per share is less than the buyer’s standalone earnings per share	N3
Direct Merger	a Merger between two Parent companies (the Buyer and the Target Company). See also Parent Company Merger.	N1
Director Resignation Policy	a Board of Directors policy requiring a director to proffer his/her resignation if he/she receives less than a majority of votes cast in a shareholder election of directors	N1
Directors and Officers Liability Insurance	liability insurance payable to the directors and officers of a corporation or other entity to offset losses suffered by the insureds as a result of specified acts or failures to act. D&O Insurance also typically covers reimbursement of the costs associated with defending a lawsuit.	N1
Directors’ Duties	1. (UK) in the UK, the duties owed by a director to a company are codified in Part 10 of the UK Companies Act. All directors in the UK have a duty to: (i) in accordance with the company’s Constitutional Documents and to exercise their powers for the purposes for which such powers were conferred (section 171); (ii) promote the success of the company for the benefit of shareholders as a whole (section 172). See also Duty of Loyalty; (iii) exercise independent judgment (section 173); (iv) exercise reasonable care, skill and diligence (section 174). See also Duty of Care; (v) avoid a situation in which the director has, or may have, a direct or indirect interest that conflicts or may conflict with the interests of the company (section 175). See also Duty of Candor; (vi) not accept benefits from third parties (section 176); (vii) declare a direct or indirect interest in a proposed transaction or arrangement with the company (section 177); and (viii) a direct or indirect interest in a transaction or arrangement, which has already been entered into by the company (section 177). 2. (HKG) in Hong Kong, the Fiduciary duties and duties of skill, care and diligence owed by a director to a company are similar in scope but drawn from the common law instead of statute; they are however due to be partially codified when the new Companies Ordinance comes into force in 2014.	N1
Directors’ loans	the Government define a director’s loan as when a director (or other close family member) gets money from the company that isn’t: a salary, dividend or expense repayment. Or, the money you’ve previously paid into or loaned the company. Is usually noted on a Directors Loan account.	N5
Directors’ Remuneration/Emoluments	payment or compensation received for services or employment and includes salary, pension contributions, any bonuses and any other economic benefits that an employee or executive receives during employment concerning fulfilment of the role as a director.	N5
Dirty Fees	Fund management fees to which extra (often non-explicit) charges are added, for example, for custody, overseas transactions, etc.	N6
Disclaimer	Exclusion of liability for certain matters; for example, a law firm conducting Legal Due Diligence will exclude liability for tax matters.	N2
Disclosure	the process of limiting and qualifying (usually in the Disclosure Schedules) the Representations and Warranties in an Acquisition Agreement by disclosure of facts, against which the beneficiary of a Representation or Warranty may not then use as a basis to refuse to Close the transaction or raise a future claim. See also General Disclosures.	N1
Disclosure	Revealing a matter in the context of Representations & Warranties to which the warranty provided is not intended to apply (see Disclosure Letter; Disclosure Schedule; General Disclosure; Specific Disclosure).	N2
Disclosure and Transparency Rules	the UK rules for Issuers on the disclosure and control of Inside Information and transactions as contained in the FSA’s Disclosure Rules and Transparency Rules Sourcebook	N1
Disclosure Letter	another name for a Disclosure Schedule	N1
Disclosure Letter	Document in which the seller lists exceptions and qualifications to its warranties (Representations & Warranties) (see Disclosure; General Disclosure; Specific Disclosure). If a large number of (negative) circumstances are listed in a disclosure letter, this will usually have a negative impact on the purchase price.	N2
Disclosure Rules	1. (US) see Securities Exchange Act 2. (UK) see Admission and Disclosure Standards 3. (ESP) see Spanish Securities Act 4. (FRA) periodic and ongoing disclosure requirements that the companies admitted to trading on the French Regulated Market, organized and managed by the AMF, must observe, as set forth, inter alia, by the French financial Code and the stock exchange regulation and instructions issued by the AMF 5. (ITA) periodic and ongoing disclosure requirements that the companies admitted to trading on the Italian Regulated Market organized and managed by Borsa Italiana S.p.A. must observe, as set forth, inter alia, by the Consolidated Financial Act, Regulation no. 11971 of 1999 and the stock exchange regulation and instructions issued by Borsa Italiana S.p.A. 6. (RUS) Disclosure Rules are provided for in the Federal Law FZ-39 “On Securities Market” dated April 22, 1996 and a number of Regulations of the Federal Service for Financial Markets, such as Regulation No. 11-46/ ПЗ-н “On the Information Disclosure by the Issuers of Securities” 7. (UAE) see Decision 3/R of 2000 and the relevant 2012 amendments	N1
Disclosure Schedule	name for a document setting forth exceptions to Representations and Warranties contained in an Acquisition Agreement. Disclosure Schedules are usually not publicly available and sometimes can be used to avoid public disclosure of an issue or potential liability. 1. (US) the SEC takes the position that omitting public disclosure of material exceptions to Representations and Warranties can render publicly disclosed Representations and Warranties false and misleading. Extreme caution and sound judgment are needed when deciding to use a Disclosure Schedule to mask an otherwise material issue or potential liability. 2. (HKG) more commonly referred to as a Disclosure Letter	N1
Disclosure Schedule	Annex to the sale and purchase agreement in which the seller lists exceptions and qualifications to its warranties (Representations & Warranties) (see also Disclosure; Disclosure Letter; General Disclosure; Specific Disclosure).	N2
Disclosures	For the sake of explicit clarity, a seller will disclose certain elements related to the business for sale. The purpose is to avoid legal action after deal closing pertaining to whether or not these business elements have been communicated during negotiations. Disclosures relate to such things as claims, soil contamination, production defects, etc.	N3
Disclosures	notifications. This is a list of elements that the seller discloses to the buyer with the aim of avoiding subsequent disagreement as to whether certain information has or has not been divulged during the negotiations. It is important in this context to properly record whether these disclosures have an effect on the warranties or indemnities. If, for example, the seller discloses that soil has been polluted, this might prevent the buyer from making a claim for the pollution.	N4
Disclosures	notifications/letter. This is a usually a letter prepared by the Sellers’s lawyers listing elements that the seller discloses to the buyer with the aim of avoiding subsequent disagreement or litigation as to whether certain information has or has not been divulged during the negotiations. This document has an effect on the warranties or indemnities. For example, if the seller discloses that they have lost, or will, lose a key contract, this might prevent the buyer from making a claim for the loss of business.	N5
Discontinued operations	Operations that have been or will be discontinued by the company. These items are reported separately on the income statement	N3
Discount / Premium	adjustments are still applied to the value of shares if the transaction relates to a minority interest, a majority interest, a holding company through which ownership is acquired indirectly, or shares without voting rights, etc.	N5
Discount Broker	Stockbroker who charges lower commission rates than a full service stockbroker but usually provides a more limited service.	N6
Discount for Lack of Control	an amount or percentage deducted from the pro rata amount of 100% of the entity’s Equity Value (when determined on a Controlling Interest basis) to reflect the absence of some or all of the economic benefits of Control.	N7
Discount for Lack of Liquidity	an amount or percentage applied to the value of an ownership interest to reflect a relative lack of Liquidity.	N7
Discount for Lack of Marketability	an amount or percentage applied to the value of an ownership interest to reflect a relative lack of Marketability.	N7
Discount for Lack of Voting Rights	an amount or percentage applied to the per share value of a voting share to reflect an absence of voting rights.	N7
Discount Rate	Rate of interest used to convert a cash amount occurring in the future into a present value.	N6
Discount Rate	a Rate of Return used to convert Economic Income into present value.	N7
Discount/Premium	adjustments are still applied to the value of shares if the transaction relates to a minority interest, a majority interest, a holding company through which ownership is acquired indirectly, or shares without voting rights, etc.	N4
Discounted Cash Flow	a common, and many consider the most reliable, financial methodology for determining the value of a business. Discounted Cash Flow is calculated by summing the present value of a projected stream of annual projected earnings, Free Cash Flow, or similar metric measuring the profitability of a company over a significant period of time and discounting the total back to a present value. Like many analyses, a Discounted Cash Flow is only as reliable as its inputs, which include projections of a business’ Income Statement over a meaningful number of years (usually five), determining the amount of that income stream in perpetuity (either by calculating an assumed sale value for the business at the end of five years or by calculating the value of the stream into perpetuity, using an assumed rate of growth) and developing and applying a discount rate for purposes of calculating the present value of the projected income stream. Those inputs, in turn, obviously depend on numerous assumptions and theoretical constructs of such matters as the methodology for determining an appropriate discount rate.	N1
Discounted Cash Flow (DCF)	A company’s anticipated future Cash Flows, discounted to a specific valuation date.	N2
Discounted Cash Flow (DCF)	Process by which future cash flows (for example, dividends or interest payments) are adjusted to allow for the time value of money to arrive at a value in today’s terms. Discounted cash flow models are used to determine the fair value of securities, capital projects and corporate entities. (See also net present value.)	N6
Discounted Cash Flow (DCF) Method	a form of the Discounted Economic Income Method based on Cash Flow.	N7
Discounted Cash Flow Method	Method for valuing a company based on anticipated future Cash Flows (discounted to a specific reference date). Definition of the individual valuation factors to be applied is often the subject of fierce debate.	N2
Discounted Economic Income Method	a method within the Income Approach whereby the present value of expected Economic Income is calculated using a Discount Rate.	N7
Discretionary Mandate	Instruction given to an investment manager, giving the manager total decision-making authority to manage the assets against a specified benchmark.	N6
Disproportionate Impact Language:	many Business MAC provisions contain Carve-Out Provisions specifying that certain declines in the business will not Trigger a Business MAC. Examples include Material Adverse Changes triggered by problems specific to a particular industry, poor economic conditions generally, regulatory changes or an outbreak of war. In many cases, there is then a Carve-Out Provision to this Carve- Out Provision, known as Disproportionate Impact Language, which states that even if the Business MAC was triggered by one of the causes mentioned in the list of carve-outs (e.g., industry decline or general economic conditions), a Business MAC will be deemed to have occurred if the events had a disproportionately severe impact on that particular company, as compared to other companies in its industry.	N1
Dissenting Shares	a name for Shares eligible for Appraisal	N1
Dissident	another word (often pejorative) for Activist Investor	N1
Distressed Debt	Non-performing Loans.	N2
Distressed Debt	Corporate debt where the originator of the debt (the borrowing company) is currently in or approaching financial distress, such that default on the debt has either occurred or is imminent. (See also junk bond.)	N6
Distressed M&A	Corporate acquisition involving a company that requires rescue or restructuring, or is insolvent.	N2
Distressed Sale	a transaction when the Target Company is in or near the Zone of Insolvency. See also 363 Sale.	N1
Distributable Reserves	generally, a company can only make a Dividend Declaration if it has sufficient Distributable Reserves to do so. This amount will be subject to technical review in each case, but a company’s profits available for Distribution are broadly its accumulated realized profits, so far as not previously utilized by Distribution or capitalization, less its accumulated realized losses, so far as not previously written off in a reduction or Reorganization of capital duly made. 1. (FRA and ITA) capital reserves resulting from a company’s Balance Sheet and available for Distribution to the shareholders	N1
Distribution	the payment of the returns achieved by the fund to the investors.	N4
Distribution	see Dividend Declaration	N1
Distribution Date	the date on which a dividend or other Distribution is made	N1
Distribution in specie	a dividend declared by a company which is satisfied by the transfer of assets (i.e., Shares in a subsidiary group company)	N1
Distributor Method	a variation of the Multi-Period Excess Earnings Method that relies upon market-based distributor data or other market inputs to value customer relationship Intangible Assets. Sometimes referred to as the disaggregated method.	N7
Diversification	Risk management technique which involves spreading investments across a range of different investment opportunities, thus helping to reduce overall risk. The risk reduction arises from the different investments not being perfectly correlated. Diversification can apply at various levels, that is, diversification between countries, asset classes, sectors and individual securities. Diversification reduces both the upside and downside potential and allows for more consistent performance under a wide range of economic conditions.	N6
Diversified Growth Fund	Actively managed fund designed to generate investment return by investing in a range of growth-seeking asset classes, such as equities, property, commodities, private equity, corporate bonds, etc.	N6
Divestiture	Selling an existing investment in a company or in Assets.	N2
Divestiture	“Also called “”carve-out””. The sale, for cash or for securities, of a segment of a company to a third party which is an outsider. A divestiture is the partial or full disposal of a business unit through sale, exchange, closure or bankruptcy. Divestiture may result from a management decision to no longer operate a business unit because it is not part of a core competency. It may also occur if a business unit is deemed redundant after a merger or acquisition, if jettisoning a unit increases the resale value of the firm or if a court requires the sale of a business unit to improve market competition. “	N3
Dividend	A dividend is a payment made by a company to its shareholders, usually as a distribution of post-tax profits. A common way directors, particularly of smaller firms, pay themselves.	N5
Dividend	Discretionary payment out of profits by a company to its shareholders.	N6
Dividend Cover	Company’s post-tax earnings divided by the total amount it has paid in dividends for a particular period. This is an indication of a company’s ability to maintain its dividend rate.	N6
Dividend Declaration	a decision by a Board of Directors to make a payment with respect to Stock. Dividends on Preferred Stock are usually fixed in amount and payable quarterly under the terms of the Preferred Stock. 1. (US) under US state corporation laws, the dividend may not be paid until the Board formally votes on payment (the Dividend Declaration). A Board’s failure to declare a Preferred Stock dividend results in the dividend being in arrears. Preferred Stock dividends in arrears usually must be paid before any dividends may be paid on Common Stock. Unlike Preferred Stock, Common Stock does not carry a fixed dividend right. Rather, dividends on Common Stock occur only as and when declared by a Board of Directors. This is sometimes done on a regular (usually quarterly) basis and in an amount previously announced by the Board as the company’s current “dividend rate.” However, unlike preferred dividends, a Board remains free to change or eliminate Common Stock dividends without creating arrearages. State corporation laws usually contain certain financial tests that must be met by a company before it is entitled to pay a dividend on any Stock, and a Board’s failure to comply with this requirement often results in personal liability for all of the directors for the amount of the unlawfully paid dividend. 2. (UK and HKG) express provisions relating to Dividend Declarations and payments are usually set out in a company’s Articles of Association. Standard practice is for the directors to declare and pay interim dividends, which are dividends declared and paid before the company’s annual earnings have been determined. Final dividends, which are dividends declared and paid after the company’s annual earnings have been determined, are usually recommended by the directors but declared and paid by the shareholders at a general meeting. 3. (DEU) under German law, a general Shareholders’ Meeting shall approve the dividend resolution 4. (ESP) under Spanish regulation, a general Shareholders’ Meeting shall approve the dividend resolution upon proposal of the Management body (i.e., Board of Directors) 5. (FRA) under French law, dividends attached to Ordinary Shares or Preferred Shares must be approved by the shareholders prior to their Distribution during the Shareholders’ Meeting resolving on the approval of the annual accounts. However, the Board may be entitled in certain situations, to distribute interim dividends to the shareholders without prior approval. 6. (ITA) under Italian law, a general Shareholders’ Meeting shall approve the dividend Distribution 7. (RUS) a decision approving the payment of a dividend to the shareholders of a company passed by the Shareholders’ Meetings following the recommendation of the Board of Directors. Such decision usually states the amount and form of payment, terms of payment, etc. the Charter may provide for the fixed dividend for shareholders of privileged Stock. 8. (SGP) how and when dividends are declared is usually provided in a company’s Articles of Association. Typically, the directors will recommend a particular rate of dividend, and the company in general meeting will declare the dividend subject to the maximum recommended by the directors. Note that section 403(1) of the Companies Act of Singapore provides that no dividends shall be payable to shareholders except out of profits. 9. (UAE) under UAE law, directors may declare a dividend out of Distributable Reserves	N1
Dividend Discount Model	Model used to estimate a security’s value by performing a discounted cash flow analysis of future expected dividends.	N6
Dividend Yield	Return to investors represented by a company’s dividend per share divided by its current share price.	N6
DJIA	See Dow Jones index	N6
DLLCA	acronym for the Delaware Limited Liability Company Act	N1
Don’t Ask, Don’t Waive	a combination of two provisions: (i) a type of Standstill provision, usually found in a Confidentiality Agreement, that prohibits the Bidder from requesting, privately or publicly, that the Target Company waive the Standstill, and (ii) a Merger Agreement provision, for the benefit of the Buyer that prohibits the Target Company from granting any waivers of the Standstill. These provisions are intended to force Bidders in an Auction or similar context to submit their Best and Final Bids in a process involving the sale of a company, rather than waiting until other Bidders establish a “floor” price that can be topped — the floor price might be lower than a Bidder feeling the heat of a competitive process would otherwise have Bid to win the process outright.	N1
Double Collar	when used to describe Exchange Ratio Collars, Double Collar means there are two Upside Collars and/or two Downside Collars. An example would be a Fixed Exchange Ratio with an initial Upside Collar and Downside Collar. Upon reaching either Collar, the Exchange Ratio would automatically convert to a Floating Exchange Ratio until the Bidder Stock appreciated or depreciated to the second Collar, at which point either the Exchange Ratio would be fixed or one or both parties would have the right to terminate the transaction.	N1
Double Cram-Down	an Acquisition which provides two types of consideration, each of which is limited in amount, and gives Target Company shareholders an election to choose between the two types of consideration. In the event either type of consideration is Oversubscribed, shareholders will be forced to accept the undersubscribed type of consideration. A Double Cram-Down differs from a Cram-Down or Single Cram-Down because in the latter structure only one form of consideration is limited and the Cram-Down, if any, operates only if the limited form of consideration is Oversubscribed.	N1
Double Dip	Sale and purchase agreements typically exclude a so-called double dip. This prevents the buyer from asserting a claim for damages or making use of tax benefits more than once, for example in the form of a compensation or indemnification claim and also via a negative Purchase Price Adjustment.	N2
Double Dummy Merger	a Merger structure in which one party creates a wholly-owned subsidiary (which will become the Holdco). Holdco in turn forms two wholly-owned subsidiaries (the “dummies”) that enter into separate Triangular Mergers with each of the constituent companies, pursuant to which the Common Stock of each constituent company is exchanged for Common Stock of Holdco. The outcome is that Holdco wholly owns both constituent companies as separate entities, and the former common stockholders of each of the constituent companies receive Common Stock of Holdco, the new Parent entity. Sometimes called a Butterfly Merger.	N1
Double Luxco Structure	a post-Credit Crunch method of structuring Credit Facilities in mid- to large-cap LBO Acquisitions of French Target groups in an effort to avoid the Sponsor or the obligor group putting themselves (or threatening to put themselves) in Sauvegarde, the socalled French Chapter 11. Two Luxcos are put in place above the first French company, with the top Luxco granting a Security interest over the Shares in the second Luxco, which owns the French Bidco. Under the EU Insolvency Regulation, the enforcement of this security interest is allowed notwithstanding the opening of Sauvegarde proceedings against the top Luxco (which might happen if its COMI is in or has been moved to France). Double Luxco Structure generates a host of Intercreditor Agreement issues with the Sponsor and the Mezz Lenders.	N1
Double Tax Agreements	Agreements between countries to offset tax liabilities in one country against those in another, so that the same or similar taxes will not be paid twice.	N6
Double Taxation Treaty	an agreement (usually bilateral) between countries which is intended to prevent taxpayers from being taxed on the same amount of profit or gains in each country. A Double Taxation Treaty often includes reducing the rate of Withholding Taxes that would otherwise be due in respect of payments made by a person in one of the countries to a person resident in the other country, so long as the requirements of the Double Taxation Treaty are met.	N1
Double Trigger	refers to a Parachute structure under which payments are triggered following a Change of Control, based on a subsequent event, usually involuntary termination of employment	N1
Dow Jones Index (DJIA)	The Dow Jones Industrial Average index. It is the most frequently quoted measure of the performance of industrial stocks on the New York Stock Exchange. It covers a relatively small number of leading shares, but nonetheless its movements can influence other stock markets.	N6
Downgrade	When a bond’s credit rating is lowered. Usually caused by an event such as a negative trading statement by the issuer, which in turn increases the risk that it might be unable to meet its future payment obligations.	N6
Downside (Risk)	Risk of loss on an investment or, more generally, any risk or disadvantage.	N2
Downside Collar	an Exchange Ratio Collar that applies in the event of a decrease in the market price of the Buyer’s Stock	N1
Downstream Loan	Loan granted by a parent company to a subsidiary, e.g. in the context of a Cash Pool. The opposite is an Upstream Loan.	N2
Downstream Merger	Merger of a parent company into its subsidiary; the opposite is an Upstream Merger. The merger of two sister companies is a Sidestep Merger.	N2
Downstream Merger	occurs when a Holding Company is merged into its subsidiary	N1
Draft	Provisional version of a document, especially a contract.	N2
Drag along	an obligation included in the sharekholder agreement to sell the shares if the other party also sells its package of shares	N4
Drag along	an obligation included in the shareholder agreement to sell the shares if the other party also sells its package of shares.	N5
Drag-Along	allows a majority shareholder to require that a minority shareholder participate in a sale to a third party. The idea is that a majority shareholder may not be able to recognize the full value of its holdings unless it can sell the entire company to a third party by dragging along minority shareholders. Drag-Along rights generally provide that the minority shareholder receive the same deal terms as the majority shareholder. Compare Tag-Along rights.	N1
Drag-along Right	Obligation typically imposed on minority shareholders (e.g. long-standing shareholders) to sell their shares in the Target if the majority shareholder (in a typical scenario) sells his shares to a third party (see also Tag-along Right).	N2
Draw	see Draw-Down	N1
Draw Down (private equity)	Call on part or all of an investor’s outstanding commitment to a private equity fund.	N6
Drawdown	once a fund has decided to proceed with an investment, the investors are called upon to make the necessary money available. The drawdown refers to the actual provision of money already been promised to the fund (committed capital)	N4
Drawdown	see Draw-Down	N1
Draw-down	Accessing a loan or other payments previously agreed, e.g. in the form of payments into a company’s free capital reserve; in addition to drawing down cash, draw-down of services is also possible, e.g. media services.	N2
Draw-Down	a name for the process of obtaining cash proceeds under the terms of a Financing Facility	N1
Draw-down Notice	Notification that the relevant party intends to make use of the agreed funds (e.g. loan, contribution to the free capital reserve).	N2
Draw-Down Notice	a Private Equity Fund request to the Investors to make available the amount of capital the Investors committed to within a certain time period	N1
Draw-down Period	Timeframe within which a borrower may access the agreed loan.	N2
Draw-Down Period	time period during which the Private Equity Fund may make a Capital Call	N1
Drop Dead Date	another name for End Date, Long Stop Date or Outside Date	N1
DTC	acronym for Depository Trust Company	N1
Dual Listing	A situation where a company’s shares are listed on at least two stock exchanges.	N2
Dual Track Procedure	A parallel process when selling a company; arrangements are made for an IPO while simultaneously conducting a Bidding Process. A dual track procedure offers a number of advantages: the chances of an Exit are greatly increased, the optimum price can be achieved for the shares and the proposed IPO generates time pressure that also has a beneficial impact on the bidding process. However, a dual track procedure is very time-consuming and expensive.	N2
Dual Track Process	a process to sell a company whereby the applicable company simultaneously prepares an IPO on the one hand, and a private sale, usually through an Auction, on the other hand	N1
Due diligence	A due diligence is an investigation into the risks and opportunities of an investment. Its aim is to give the potential buyer an insight into the target, so that he can minimise potential negative effects of the acquisition. The overall due diligence work consist of very distinct sub-processes such as a (a) financial, (b) legal, (c) commercial, (d) operational, (e) environmental, (f) organisational, (g) integration, (h) insurance and (i) pension due diligence.	N3
Due Diligence	is one of the main processes which takes place before any transaction is completed. It is an investigation into a potential investment and serves to confirm all material facts in regards to a sale. The individual elements of due diligence may include commercial due diligence (markets, product and customers), a market/industry sector report (marketing study), an accountant’s report (trading record, net asset and taxation position), environmental report (e.g. has the business been dumping toxic waste on public land) and legal due diligence (implications of litigation, title to assets and intellectual property issues).	N5
Due Diligence	Investigation and verification of material facts regarding a proposed transaction. For example, the potential purchaser of a company would undertake due diligence before completing the deal, requesting access from the target company to information that is not publicly available.	N6
Due Diligence	what parties to an M&A transaction and their advisors do to learn about a company. The Buyer (and its lawyers, bankers and accountants) performs Due Diligence so it can understand what it is buying. The aim is to ensure that nothing contradicts the Buyer’s understanding of the current state and potential of the business. The individual elements of Due Diligence may include commercial Due Diligence (markets, product and customers), a market report (marketing study), an accountants report (trading record, net asset and taxation position) and legal Due Diligence (implications of litigation, title to assets and intellectual property issues). If a Seller’s shareholders are receiving the Buyer’s Stock as part of the Merger Consideration, the Seller (and its advisors) performs Due Diligence so it can understand what its shareholders are receiving. Due Diligence activities are broad and range from a review of relevant documents (see Data Room and Virtual Data Room) and Financial Statements to plant visits and interviews with Management, outside accountants, counsel, customers and suppliers.	N1
Due Diligence (DD)	A detailed assessment of the proposed purchase. Typically broken down into Legal Due Diligence, Financial Due Diligence,  Tax Due Diligence, Commercial Due Diligence and Environmental Due Diligence. Due diligence is usually carried out by the prospective buyer, when it is referred to as Purchaser Due Diligence. This is partly due to the fact that in Anglo-American jurisdictions the principle of “caveat emptor” (let the buyer beware) traditionally places the onus on the buyer to examine goods before purchase. The individual areas are covered by lawyers, tax advisors, auditors, sector specialists and experts who specialise in these matters. The aim of due diligence is to identify any unknown opportunities and risks and also any Deal Breakers. The findings of due diligence are recorded in the Due Diligence Report and influence the negotiations, in particular with regard to the warranties and the purchase price. The downside of due diligence is that information available in the Data Room is often regarded as known to the buyer. As such, the seller will usually wish to exclude any associated the prospective buyer, it is referred to as Vendor Due Diligence. For transactions of a certain size and depending on the importance to the buyer, the latter’s management may ultimately be obliged to conduct due diligence. If management decides not to carry out due diligence, officers of the company may be exposed to personal liability risk.	N2
Due Diligence Checklist	List of documents required in preparation for Due Diligence and setting up the Data Room; in a typical scenario, lawyers send a due diligence checklist for Legal Due Diligence to the client ahead of the transaction, so the client can assemble the documents required for the data room.	N2
Due Diligence Condition	a Condition Precedent in an Acquisition Agreement providing that the transaction is subject to the Buyer’s satisfactory completion of Due Diligence. In an acquisition financing, a Due Diligence Condition means a Condition Precedent that the commitment is subject to the satisfactory completion of Due Diligence by the arranger. In most Acquisitions both the Buyer and the arranger will be expected to complete their respective Due Diligence prior to signing the Acquisition Agreement or Commitment Letter, removing the need for a Due Diligence Condition. Occasionally, either or both an Acquisition Agreement and related Commitment Letter may contain a Due Diligence Condition, which will have the effect of consummating the transaction far less certain. As a result, Target Companies generally abhor Due Diligence Conditions. 1. (UK and DEU) Due Diligence Conditions are uncommon in the UK and Germany	N1
Due Diligence Out	another name for a Due Diligence Condition	N1
Due diligence provider	specialized suppliers of due diligence assistance, often specialized departments of law firms or audit firms ( see also due diligence).	N4
Due Diligence Report	Report comprising all the key data, findings and recommendations from Due Diligence; it presents the results in an accessible way for the buyer’s decision-makers and the financing banks. The findings are usually summarised in the form of key statements at the start of the report (Executive Summary).	N2
Duration	Average term (in years) of the payments from a bond, taking into account the present value of each payment. The longer the duration, the more sensitive the price of the stock to changes in interest rates. (See also modified duration, convexity.)	N6
Dutch Auction Self-Tender	an Auction in which each Seller specifies the price at which it is willing to sell and the Buyer accepts Offers to sell until it has spent the amount it intends to spend, starting with the lowest price offered and working up the pricing ladder until the money to be spent is gone. In a “modified Dutch Auction,” the process is the same except that all Sellers are paid the same price based on the lowest price that will allow the Buyer to spend the intended amount. 1. (US) a US Fiduciary Duty of directors under Delaware judicial decisions that requires the Board of Directors to provide shareholders with all the material information necessary in order to decide how to vote on a matter. The Delaware courts have defined materiality using the same definition as the Supreme Court pronounced in the Northway case. Accordingly, at least in theory, compliance with the Duty of Candor requires the same disclosure as the Federal Securities laws. 2. (UK) similar to a UK director’s duty to avoid a situation in which one has, or may have, a direct or indirect interest which conflicts, or may conflict, with the interests of the company. The duty is contained in Section 175 of the UK Companies Act. A conflicted or potentially conflicted director will not be considered to have breached his/her duty to avoid conflicts of interest if: (i) the situation cannot reasonably be regarded as likely to give rise to a conflict; or (ii) if directors who are genuinely independent have authorized the conflict, where such authorization is permitted under the company’s Articles of Association. See also Directors’ Duties. 3. (ESP) directors may not, for their own benefit or for that of their related persons, make investments or engage in any transactions involving company property which the directors have learned about as of result of the performance of their duties. Directors must declare to the Board of Directors and/or the general meeting any situation of indirect conflict they may have with the interest of the company (articles 228 and 229 of the Spanish Companies Act). 4. (FRA) there is no legal definition of Duty of Candor under French law. However, the Corporate Governance Codes provide that directors should inform the Board of Directors of any existing or potential conflicts of interests and should refrain from resolving on any matters in which they have an interest. 5. (SGP) the Companies Act of Singapore requires directors to disclose certain information to a company. For instance, Section 156 of the Companies Act of Singapore requires directors to disclose their interests (whether direct or indirect) in transactions or property with the company. Section 165(1) requires directors to disclose particulars of Interests In Shares, Debentures, participatory interests, Rights, Options and contracts as are necessary to maintain the register of directors’ shareholdings.	N1
Duty of Care	the Duty of Care is customarily articulated using the socalled objective “reasonable man” standard — that in making a decision a member of the Board of Directors must use the same degree of care as a reasonable business person would do in the conduct of his/her own business affairs 1. (US) under Delaware statutory law and judicial decisions directors clearly have an obligation to understand the situation and relevant facts, laws, etc., but in doing so are entitled to rely on officers and other directors of the company and on advisers whom they reasonably believe are knowledgeable in the area. The seminal Delaware case on the Duty of Care is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985), often referred to simply as Van Gorkom. The Duty of Care is one of the two central Fiduciary Duties of directors under US state corporation law. See also Duty of Loyalty. 2. (UK) similar to a UK director’s duty to exercise reasonable care, skill and diligence, which is contained in section 174 of the UK Companies Act. The duty requires a director to exercise the care, skill and diligence which would be exercised by a reasonably diligent person with both: (i) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the director’s functions; and (ii) the general knowledge, skill and experience that the director actually has. See also Directors’ Duties. 3. (DEU) defined term in the Limited Liability Companies Act (Section 43) (Gesetz betreffend die Gesellschaften mit beschränkter Haftun) as well as the German Commercial Code (Section 347) (Handelsgesetzbuch) 4. (ESP) directors will perform their duties with the diligence of a diligent businessman. Each director must keep diligently informed on the progress of the company (article 225 of the Spanish Companies Act). 5. (FRA) there is no legal definition of Duty of Care under French law. However, case law and the Corporate Governance Codes provide that directors should keep themselves informed and used reasonable diligence in order to take informed decisions. 6. (HKG) a director’s common law Duty of Care has recently been codified into section 465 of the new Hong Kong Companies Ordinance, which will come into effect from 2014. The duty requires a director to exercise the reasonable care, skill and diligence which would be exercised by a reasonably diligent person with both: (i) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the director’s functions; and (ii) the general knowledge, skill and experience that the director actually has. See also Directors’ Duties. 7. (ITA) pursuant to the Italian Civil Code, directors must primarily: (i) comply with the duties imposed upon them by law and the Company’s Bylaws with the required diligence; (ii) act in the Company’s best interest and avoid conflicts of interests; (iii) manage the Company so as to achieve its corporate purpose and therefore avoid any action which could be a deviation from such purpose; and (iv) preserve the value of the Company’s assets in order to protect the rights of the creditors and other Stakeholders 8. (SGP) a director’s Duty of Care is prescribed under common law and statute. At common law, the Duty of Care requires that the director take as much care in the affairs of his/her company as he/she would reasonably take in his/her own affairs. A person who accepts the office of director of a particular company undertakes the responsibility of ensuring that he/she understands the nature of the duty a director is called upon to perform. The duty will vary according to the experience or skills that the director held himself/herself out to have in support of appointment to the office. The Duty of Care turns upon the natural expectations and reliance placedby shareholders on the experience and skill of a particular director. The standard of care and diligence is objective, namely, whether the director has exercised the same degree of care and diligence as a reasonable director found in his/her position. The statutory statement of the director’s duties under section 157(1) of the Companies Act of Singapore is as follows: a director “shall at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office”. 9. (UAE) a company’s directors owe the Duty of Care to the company itself. Directors’ duties are generally much less extensive in the UAE and are found in the Commercial Companies Law, Civil Code (UAE) and Penal Code.	N1
Duty of Loyalty	the Duty of Loyalty encompasses both conflicts of interest (and how to guard against them) and the requirement that the Board of Directors act in Good Faith in what they believe is the best interests of the company and its shareholders 1. (US) the second central Fiduciary Duty of the Board of Directors under state corporation law. See also Duty of Care. 2. (UK) similar to a UK director’s duty to promote the success of the company for the benefit of shareholders as a whole. Duty of Loyalty is contained in Section 172 of the UK Companies Act. When exercising this duty, a director must have regard to (among other matters): (i) the likely longterm consequences of his/her decision; (ii) the interests of the company’s employees; (iii) the company’s business relationships with suppliers, customers and others; (iv) the impact of the company’s operations on the community and the environment; (v) the benefits of maintaining the company’s reputation for high standards of business conduct; and (vi) the need to act fairly between the company’s shareholders. Note that the duty is subject to requirements to consider or act in the interests of the company’s creditors, for example where the company is at risk of becoming Insolvent. See also Directors’ Duties. 3. (DEU) the second central Fiduciary Duty of directors under German corporation law. See also Duty of Care. 4. (ESP) directors must perform their duties as a loyal representative in defense of the corporate interest, understood as the company’s best interest, and will fulfill the duties imposed by Law (Article 226 of the Spanish Company Act) 5. (FRA) case law has established a Duty of Loyalty for directors in French companies. Though not as formal as in the US, the Duty of Loyalty requires that directors act in Good Faith in what they believe are the best interests of the company, its shareholders and Other Constituencies. 6. (HKG) a director has analogous duties at common law. At common law, directors have the duty to exercise their discretion in Good Faith in what they consider the interests of the company. The Duty of Loyalty obliges a director not to place himself/herself in a position where his/her duty and his/her interest conflict. 7. (ITA) see Duty of Care 8. (SGP) a director has analogous duties at common law and under statute. At common law, directors have the duty to exercise their discretion in Good Faith in what they consider the interests of the company. The Duty of Loyalty obliges a director not to place himself/herself in a position where his/her duty and his/her interest conflict. Section 157(2) of the Companies Act of Singapore provides that an officer or agent of a company “shall not make improper use of any information acquired by virtue of his/her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself/herself or for any other person or to cause detriment to the company”.	N1
Dynamic Asset Allocation (DAA)	Any portfolio investment strategy where the proportion of the portfolio invested in a given asset class is varied over time.	N6
Dynamic Portfolio Insurance (DPI)	Form of portfolio insurance in which the amount invested in the risky asset is variable. Most DPI approaches involve selling assets where returns have been weak in order to ensure that the targeted level of return is achieved. (See portfolio insurance.)	N6

Reference

N1: referring to The Book of Jargon – Global Mergers & Acquisitions, first edition, the Latham & Watkins, available at https://www.lw.com/admin/Upload/Documents/BoJ_Global_MandA-locked-March-2015.pdf.

N2: referring to Glossary of Key M&A and Corporate Terms, 4th edition, Dr Anne Meckbach and Dr Tobias Grau, available at https://cms.law/en/deu/publication/glossary-of-key-m-a-and-corporate-terms-2020.

N3：referring to M&A Dictionary, Global PMI Partners, available at https://gpmip.com/dictionary/.

N4：referring to M&A jargon demystified, KPMG, available at https://issuu.com/kpmg_be/docs/kpmg_m_a_vakjargon_en_digital.

N5: referring to Simple Guide to M&A Terminology and Jargon, Lucas & Weston Ltd., available at https://uploads-ssl.webflow.com/5708da760dd2dc033a78bd13/5b7ea45f3dbc72645fbee4b2_L%26W%20-%20M%26A%20Glossary.pdf.

N6：referring to INVESTMENT DICTIONARY, MARSH & McLENNAN COMPANIES, available at https://www.mercer.com/content/dam/mercer/attachments/europe/Netherlands/ic-dictionary-mercer.pdf.

N7: referring to International Valuation Glossary—Business Valuation, November 2021, jointly published by ASA, CBV Institute, RICS and TAQEEM, available at https://www.appraisers.org/docs/default-source/default-document-library/international-business-valuation-glossary_en_final.pdf?sfvrsn=e37c69d4_2.

The above information is collected from the Internet and reorganized for the purposes of learning and sharing only and not for any other purposes. It can not be guaranteed to be error-free.