| J |

M&A Term	Definition	Note
JAFZA	Jebel Ali Free Zone Authority, the regulator for the Jebel Ali Free Zone, an industrial and manufacturing Free Zone in Dubai	N1
J-curve effect (private equity)	Illustrative payoff profile for private equity investments, in terms of which short-term losses are expected to be offset by greater profits in the longer term.	N6
JGB	Japanese government bond	N6
Joint and Several Liability	Defined in section 421 of the BGB (German Civil Code); the obligee (creditor) can demand full performance from each of the obligors (joint and several debtors). In their external relationships, all joint and several debtors are liable for the full amount. In the context of their internal relationship, a joint and several debtor who satisfies a claim can demand adjustment of advancements from the other joint and several debtors (duty to adjust advancements, section 426, BGB).	N2
Joint and Several Liability	assume liability and each is treated as having assumed the obligation both collectively and individually for itself. A third party may proceed against any one or more of the co-obligors for the full performance of the obligation, irrespective of which of them caused the breach. Guarantors will have Joint and Several Liability. See also Several Liability.	N1
Joint holding or joint voting agreement	Two or more major shareholders may enter into agreement to block voting or to block sale of shares or may sell the shares together. This agreement is entered into with the cooperation of Offeree Company’s management.	N3
Joint Prospectus	see Joint Proxy Statement	N1
Joint Proxy Statement	when an Acquisition involves issuance of a Public Company’s Stock, filing a Registration Statement is required. Because the deal also involves a Proxy solicitation, a Proxy Statement must be filed. These documents are combined under the applicable rules and the result is called a Joint Proxy Statement or Joint Prospectus.	N1
Joint venture	This is an agreement between two or more companies to create a jointly owned company, where there will be an agreed contribution and participation of the respective companies.	N3
Joint Venture	not a legal definition, but rather a description of the commercial agreement between parties to promote joint business interests. A Joint Venture can take a number of legal forms for the purpose of undertaking the particular joint business.	N1
Joint Venture (JV)	two or more parties join together to form a new venture.	N5
Joint Venture (JV)	Company owned jointly by at least two companies that cooperate in a certain field via the joint venture. The joint venture company itself is legally independent. The joint venture partners often hold equal shares in the joint venture. In such cases it is important to provide for dispute resolution mechanisms in the joint venture agreement (see also Call Option; Put Option; Russian Roulette; Texas Shoot Out).	N2
Junior debt and senior debt	a subordinated loan that is lower ( junior) or higher (senior) in priority, where the subordination refers to the order of repayment in the event of the company’s bankruptcy.	N5
Junior debt and senior debt	a subordinated loan that is lower (junior) or higher (senior) in priority, where the subordination refers to the order of repayment in the event of the company’s bankruptcy.	N4
Junior debt and senior debt	“Debt which ranks after other debts if a company falls into liquidation or bankruptcy. Such debt is referred to as ‘subordinate’, because the debt providers (the lenders) have subordinate status in relationship to the normal debt. Subordinated debt has a lower priority than other bonds of the issuer in case of liquidation during bankruptcy, and ranks below: the liquidator, government tax authorities and senior debt holders in the hierarchy of creditors. Debt instruments with the lowest seniority are known as subordinated debt instruments. Because subordinated debts are repayable after other debts have been paid, they are more risky for the lender of the money. The debts may be secured or unsecured. Subordinated loans typically have a lower credit rating, and, therefore, a higher yield than senior debt.  A typical example for this would be when a promoter of a company invests money in the form of debt rather than in the form of stock. In the case of liquidation (e.g. the company winds up its affairs and dissolves), the promoter would be paid just before stockholders — assuming there are assets to distribute after all other liabilities and debts have been paid. While subordinated debt may be issued in a public offering, major shareholders and parent companies are more frequent buyers of subordinated loans. These entities may prefer to inject capital in the form of debt, but, due to the close relationship to the issuing company, they may be more willing to accept a lower rate of return on subordinated debt than general investors would.”	N3
junk bond	Company bond that has been given a low rating/sub-investment grade by credit rating agencies. Junk bonds offer higher expected returns to compensate for the increased risk. (See also distressed debt.)	N6
Junk bond	A bond that is rated “below investment grade,” involving greater than usual risk as an investment and pays a relatively high rate of interest, typically issued by a company lacking an established earnings history or having a questionable credit history. Junk bonds are used to help finance the purchase of companies, especially by leveraged buyouts	N3
Junk Bonds	another name for High Yield Bonds or non-Investment Grade Bonds	N1
Just Say No Defense	refers to a Target Company of an Unsolicited Acquisition Proposal refusing to negotiate with the Bidder, not pursuing alternative transactions and relying on its Poison Pill and other structural defenses (such as a Staggered Board) to prevent the Unsolicited Bidder from going directly to the Target Company shareholders through a Tender Offer or Exchange Offer.	N1
JV	Joint Venture.	N1

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.