|S|
| M&A Term | Definition | Note |
| S Corporation | a corporation that has, with the consent of its shareholders, elected to be treated as a Pass-Through entity (i.e., not separately taxable on its own income) for federal tax purposes under the “small business corporation” rules in Subchapter S of the US Internal Revenue Code. The shareholders, limited to US individuals and certain trusts, thus include their pro-rata Share of the corporation’s income in their own tax returns. | N1 |
| S&P 500 index | US large cap stock market index maintained by Standard & Poor’s. Its 500 constituents represent over 80% of US equities by market capitalisation. | N6 |
| S&P Composite 1500 Index | Combination of the S&P 500, S&P MidCap 400 and S&P SmallCap 600 indices. The 1,500 constituents represent 90% of US equities by market capitalisation. | N6 |
| safe haven | Investment whose value is expected to remain relatively stable during periods of high market volatility. For example, during the credit crunch of 2008, there was a “flight to quality” when many investors viewed government bonds as a safe haven from corporate debt of questionable credit quality and for which there was perceived to be a high risk of default. | N6 |
| Sale & purchase agreement (SPA) | The SPA is the agreement between seller and acquirer on the sale of the target. It’s an obligation for the buyer to buy, and for the seller to sell the target. Some people call it the “Share Purchase Agreement”. | N3 |
| sale and leaseback | Sale of an asset to a financial institution that then leases it back to the seller. It is used by companies to raise capital and may provide tax benefits. | N6 |
| Sale and Leaseback | An arrangement in which a company sells an asset, e.g. a building, machine or patent, and receives a purchase price which may considerably exceed the balance sheet value due to the latter having been written down. The asset is then leased back by the company. A sale and leaseback transaction enables a company to leverage hidden reserves and gain fast access to cash. | N2 |
| Sale and Purchase Agreement | Contract used in an Asset Deal or Share Deal. | N2 |
| Sale and Purchase Agreement | sometimes used to describe an Asset Purchase Agreement or a Share Purchase Agreement | N1 |
| Salvage Value | the value of an asset at the end of its economic life given the purpose for which the asset was created. The asset may still have value for an alternative use or for recycling | N7 |
| Sand in the Gears Letter | see Bed Bug Letter | N1 |
| Sandbagging | Principle under which the recipient of a warranty may rely on it (and base a claim on the warranty) even if he was aware at the time the warranty was given that it was incorrect (see Prosandbagging Clause; Anti-sandbagging Clause). | N2 |
| Sandbagging | a common provision in an Acquisition Agreement antithetical to an Anti-Sandbagging provision. A Sandbagging provision effectively prevents the Buyer’s remedies from affecting any investigation conducted by, or any knowledge obtained or capable of being obtained by, the Buyer at any time prior to the Closing with respect to the accuracy of or compliance with any Representation and Warranty or Covenant of the Seller in the Acquisition Agreement. | N1 |
| SAR | acronym for Stock Appreciation Right | N1 |
| Sarbanes-Oxley | in response to the wave of corporate scandals including Enron and Worldcom, in 2002 Congress passed, and President Bush signed into law, the Sarbanes-Oxley Act of 2002, enacting a broad range of changes to the Securities laws that govern Public Companies and their officers and directors. See Section 404 of the Sarbanes-Oxley Act. | N1 |
| satellite manager | See core/satellite. | N6 |
| SCA | the Securities and Commodities Authority of the UAE | N1 |
| Scalping | Scalping involves purchasing a particular security and then recommending it as a buy. After increased demand has driven up the market price, the “scalper” sells the security at a profit. | N2 |
| Scenario Analysis | the technique of modelling multiple scenarios of possible future Economic Income to derive expected value. See also Monte Carlo Method, Option Pricing Method, and Probability-Weighted Expected Return Method (PWERM). | N7 |
| scenario analysis | Quantitative analysis of the financial impact on an investor’s assets and liabilities of a defined set of economic and financial conditions, usually projected over the medium term. (See also asset/liability modelling.) | N6 |
| Schedule | Appendix to a document (see also Annex, Attachment and Exhibit). | N2 |
| Schedule 13D | an SEC prescribed disclosure document required to be filed under Section 13(d) of the Exchange Act by a person who becomes the Beneficial Owner of more than 5 percent of a Class of equity Securities registered under the Exchange Act. Amendments of Schedule 13Ds are required for material changes in fact, until such time as the person goes below the 5 percent ownership Trigger. | N1 |
| Schedule 13E-3 | the SEC disclosure form required to be filed in connection with a transaction that meets the definition of a Going Private transaction under 1934 Act Rule 13e-3. Not all Going Private transactions meet that definition, although the vast majority do so. Note as well that many transactions not commonly viewed as Going Private deals meet the SEC definition. | N1 |
| Schedule 13G | the SEC reduced disclosure form for certain institutional Investors that acquire more than 5 percent of an equity Security registered under the 1934 Act and don’t have a control intent. Schedule 13G is an alternative and simpler filing than Schedule 13D. | N1 |
| Schedule 14D-9 | shorthand for a Statement on Schedule 14D-9 | N1 |
| Schedule TO | the compendium of SEC disclosure requirements for Tender Offers and Exchange Offers subject to Section 14(d)(1) of the 1934 Act. Schedule TO in turn incorporates much of its requirements by reference to Schedule M-A, which sets forth generic disclosure requirements for Acquisition transactions. | N1 |
| Scheme | shorthand for Scheme of Arrangement | N1 |
| Scheme Meeting | a Shareholders’ Meeting convened by an order of the court to vote on a Scheme of Arrangement | N1 |
| Scheme of Arrangement | compare Merger 1. (UK) an English statutory procedure involving a compromise or arrangement between a company and a class of its creditors or members, with the sanction of a court. Approval requires 75 percent by value, and a majority of shareholders by number of votes cast. A helpful tool in Restructuring, allowing a Cram-Down to be implemented on creditors within the same Class (e.g., among secured parties) without requiring the company commence full scale Insolvency proceedings such as Administration. Can also be used to effect a P2P/UK public Takeover by either the cancellation of all existing Shares upon payment of consideration to the Target Company shareholders and the issuance of new Shares to the Bidco (a Cancellation Scheme) or by the transfer of all existing Shares to the Bidco (a Transfer Scheme). 2. (HKG) a statutory procedure involving a compromise or arrangement proposed between a company and its creditors or any class of them, or between the company and its Members and any class of them, which is binding if agreed upon by 75 percent in value of the creditors or Members present and voting at a meeting and sanctioned by the Hong Kong court. A majority in number of those present and voting at the meeting must also approve the Scheme but under the new Companies Ordinance (expected to come into operation in 2014), this headcount test will be replaced by a requirement that no more than 10 percent of the votes of disinterested shareholders be cast against the Scheme. Many Listed Companies in Hong Kong are incorporated in overseas jurisdictions, such as the Cayman Islands, Bermuda and the British Virgin Islands, where similar statutory procedures exist. In Hong Kong, the term is also used to refer to the statutory procedures under the relevant corporate laws in those jurisdictions. 3. (SGP) Section 210 of the Companies Act of Singapore provides for the restructure of a company by way of a Scheme of Arrangement. The company proposes the Scheme to its shareholders and if approved by: (i) threefourths of the shareholders present in a meeting; and (ii) the Singapore court, the proposed scheme is binding. A Scheme of Arrangement may be used to effect Mergers and Amalgamations in Singapore. |
N1 |
| scheme sponsor | Employer that sets up and funds a pension plan for its employees. Also called plan sponsor. | N6 |
| Scope of Work | Description of the extent of the work and checks to be conducted, agreed between advisor and client before starting. In the case of a Due Diligence Report, for example, they agree on the areas of the company to be covered by Due Diligence. | N2 |
| Scorched Earth | refers to a Takeover Defense where the Target takes action to make itself less attractive to a potential Acquirer (and in extreme cases the stock market in general). For example, a Target Company may take on a large amount of indebtedness with a default upon Change of Control, or sell or contractually commit to sell a Crown Jewel to a Friendly party at a favorable price to the Buyer. | N1 |
| Screening | Examination of various securities, usually through computer models, to identify certain predetermined factors such as valuations, earnings, liquidity, etc., with a view to the exclusion of those securities not meeting the criteria from an investment portfolio. | N6 |
| scrip dividend | Payment of dividends in the form of additional shares rather than cash. | N6 |
| scrip issue | See bonus issue. | N6 |
| Scripless | see Uncertificated | N1 |
| SDLT | acronym for UK’s Stamp Duty Land Tax | N1 |
| SDRT | See stamp duty reserve tax. | N6 |
| SDRT | acronym for the UK’s Stamp Duty Reserve Tax | N1 |
| SEC | acronym for the US Securities and Exchange Commission | N1 |
| SEC Tender Offer Rules | the rules promulgated by the SEC under Sections 14(d) and 14(e) of the Securities Exchange Act regulating Tender Offers and Exchange Offers for registered Securities | N1 |
| Second Request | a request by the reviewing antitrust agency under HSR for additional specified information concerning either or both parties to the Acquisition. Second Requests usually call for extensive information from both parties and can take months to fulfill. Second Requests are not good things for a deal and often signal significant antitrust issues. | N1 |
| Second Round | the phase in an Auction Process during which a preferred group of Bidders selected by the Sellers are invited to proceed, usually by conducting detailed Due Diligence and providing comments to an Auction Draft of an Acquisition Agreement | N1 |
| Second Step Merger | another name for a Back End Merger, so called because it is the second step in a Two Step Acquisition | N1 |
| Secondary | in a Private Equity context, a “secondary buyout” describes the sale of a business by its managers and Private Equity shareholder to a new (or existing) Management team with new financing provided by a different Private Equity Fund. See Secondary Buyout. A “secondary issue” refers to an issue of Shares by a company whose Shares are already listed on the stock exchange. | N1 |
| Secondary Buyout | an LBO of an LBO | N1 |
| Secondary buy-out | if one PE fund sells its investment to another PE fund, this is known as a secondary buy-out | N4 |
| Secondary Buy-out | Refers to the sale of a majority stake in a company by a Financial Investor to another financial investor. | N2 |
| Secondary Purchase | another name for Private Placement | N1 |
| Section 228A Winding Up | a special procedure under section 228A of the Companies Ordinance in Hong Kong for directors to initiate a Voluntary Winding Up of an insolvent company in limited circumstances where the Board of Directors consider that Winding Up is necessary but not reasonably practicable under any other section of the Companies Ordinance | N1 |
| Secured Debt | a loan or financial arrangement that has seniority in case the borrowing company defaults or is dissolved and its assets sold to pay creditors. | N5 |
| Securities Act | the Securities Act of 1933, as amended, which governs the registration of Securities for sale to the public, permits the private sale of Securities without registration, and creates liability for both Issuer and Underwriters for false or misleading statements in a Registration Statement and Prospectus | N1 |
| Securities and Futures Act | Securities and Futures Act (Cap. 289) of Singapore. See SFA. | N1 |
| Securities and Futures Commission | a statutory body which regulates the securities and futures markets in Hong Kong. Commonly abbreviated to SFC. | N1 |
| Securities Exchange Act | the Securities Exchange Act of 1934, as amended, which: governs the continuing reporting obligations of companies with registered Securities; provides the SEC with authority to regulate the solicitation of Proxies; and contains the Williams Act (which established (i) mandatory filing requirements for holdings of 5 percent or more of a registered Class of equity Securities; (ii) procedural and substantive provisions; and (iii) rule making authority for tender and Exchange Offers for registered Securities). See also Disclosure Rules. | N1 |
| Securities Industry Council | the regulatory body in Singapore that administers and enforces the Singapore Takeover Code. See SIC. | N1 |
| Security | a thing deposited or pledged as a guarantee of the fulfilment of an undertaking or the repayment of a loan. | N5 |
| Security | definition depends upon the context. In Bond or equity land, a Security is a thing regulated by the Securities laws (e.g., the Securities Act and/or Securities Exchange Act). In bank land, Security is a reference to the granting of a lien on or Security interest in assets to secure a debt obligation. See also Debenture, Fixed Charge and Floating Charge. | N1 |
| Seed Finance | Funding provided by an investor during the initial stage of a company’s development. Seed finance incurs relatively high risks since it is usually not yet clear how successful the business will be. Accordingly, investors will hedge the risk through higher interest rates or mechanisms such as Liquidation Preference Rights or other Preference Rights. | N2 |
| Seller | Vendor. | N2 |
| Seller | another name for a Target Company or party selling assets or Securities in a Business Combination | N1 |
| Seller Company | another name for a Target Company | N1 |
| Seller MAC | a Business MAC or a Market MAC for a Seller or Target Company | N1 |
| Seller MAE | same as a Seller MAC | N1 |
| Seller Note | a Note of the Buyer accepted by the Seller of a business to help finance the transaction. A Seller Note is like a purchase money Mortgage, except the note is usually is not secured. | N1 |
| Seller’s Note | Vendor Loan. | N2 |
| Sell-out | Right held – under certain circumstances – by the shareholders of a Target after a takeover bid or mandatory offer. Shareholders who initially did not take up the offer can accept it within three months after the end of the acceptance period if the offeror is entitled to file an application pursuant to section 39a of the German Securities Acquisition and Takeover Act (WpÜG) (i.e. for a Squeeze-out under takeover law), see section 39c sentence 1, WpÜG. | N2 |
| Senior Debt | a loan or financial arrangement that has a higher priority in case of a liquidation of the asset or company. Usually provided by a bank. | N5 |
| Senior Independent Director | see Lead Independent Director | N1 |
| Separate Due Diligence Tracks | in some M&A deals, different types of Bidders are treated differently in terms of access to certain data. For example, if a Target is taking Bids from both PE Sponsors and from Strategic Acquirers, the Target Company might restrict Strategic Acquirers’ access to competitively sensitive information until the very end of the bidding period, or perhaps until a Strategic Acquirer has won the bidding, subject only to Confirmatory Due Diligence with respect to the competitively sensitive information. | N1 |
| Separation Date | the date under a Poison Pill when the Warrants issued under the Pill are separated from the Common Stock with which they have previously been traded as a unit and thereafter must be traded as a separate Security. The point of the separation is to encourage creation of a market in the Warrants so that holders can sell the Warrants to a third party, rather than exercise them directly. In effect, the third party would be Arbitraging the Warrants in return for assuming the burden of exercising them and reselling the Target Company Stock it receives on exercise. The original holder will be paying the third party a fee for this service in the form of the third party’s profit on the arbitrage spread between: (i) the price it paid for the Warrant and the cost of exercise of the Warrant; and (ii) the amount it receives on sale of the Target Shares it receives on exercise of the Warrant. The third-party Arbitrageur can either assume the market risk of the price changes in the Target Company’s Common Stock between the time it purchases the Warrant and the time it receives Target Company Shares on exercise of the Warrant, or it can “lock in” its Arbitrage profit by selling short an equivalent number of Target Shares at the time it purchases the Warrant and use the Target Company Shares it receives on exercise to cover its short position. | N1 |
| Serial deal maker | a company that frequently makes acquisitions | N4 |
| SERP | acronym for Supplemental Employee Retirement Plan | N1 |
| Service Level Agreement (SLA) | A type of service contract. The client and external service provider agree the exact services to be provided, together with quality standards and pricing. | N2 |
| Several Liability | alternative to Joint and Several Liability, Several Liability results in each party taking responsibility only for their own obligations and no one else’s. Multiple arrangers and Lenders will require Several Liability as they will not commercially agree to be on the hook for the obligations of other unrelated financial institutions. Each party should ensure their specific obligations are clearly defined and agreed. | N1 |
| Severance Package | see Severance Plan | N1 |
| Severance Plan | a plan covering a large group or all of a Target Company’s employees, which provides payments upon involuntary termination. Some companies maintain Severance Plans in the Ordinary Course of Business. Others adopt Severance Plans at the time of or in anticipation of their Acquisition. | N1 |
| SFA | acronym for Securities and Futures Act | N1 |
| SFC | acronym for Securities and Futures Commission | N1 |
| SFO | acronym for the Securities and Futures Ordinance of Hong Kong | N1 |
| SFR | acronym for Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 | N1 |
| SGX | acronym for Singapore Exchange Limited | N1 |
| SGX Mainboard | the SGX Mainboard lists companies that meet certain requirements including market capitalization, pre-tax profits and operating track record | N1 |
| SGXNet | an internet-based system hosted by the Singapore Exchange which allows users (including Listed Companies, their agents and Bond Issuers) to submit corporate announcements | N1 |
| SGX-ST | acronym for Singapore Exchange Securities Trading Limited | N1 |
| Share | Ownership stake in a company, which need not necessarily be a joint-stock company. Stakes in partnerships are likewise referred to as “shares”, but often also as an “interest”. | N2 |
| Share | a unit in the Share capital or equity of a company | N1 |
| Share Appreciation Right | see Stock Appreciation Right | N1 |
| Share Buyback | a company’s repurchase of its own Shares 1. (UK) in the UK off-market, purchases are available to both private and public limited companies. However, only certain Public Companies are able to make on-market purchases of their own Shares to hold in treasury. Subject to the detailed requirements of the UK Companies Act (and limits on the level of buy back applying to Public Companies), Share Buybacks can be funded from Distributable Reserves or a new Share issue (and capital in the case of a Private Company). 2. (DEU) permissible under certain conditions pursuant to the German Stock Corporation Act (Aktiengesetz) and the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) 3. (FRA) permissible under certain conditions pursuant to the French Commercial Code 4. (HKG) in Hong Kong, a Share Buyback of a Public Company is subject to the provisions of the Code on Share Repurchases contained in the HK Takeovers Code, and in the case of a company listed on the Hong Kong Stock Exchange, the Listing Rules also apply. More commonly referred to as a Share Repurchase. 5. (SGP) permissible under certain conditions pursuant to the Companies Act of Singapore |
N1 |
| Share Capital | see Capital Stock | N1 |
| Share deal | an agreement under which the shares of the company are sold ( see also asset deal) | N4 |
| Share deal | A deal where share ownership changes hands at the day of closing. The equity stakes is transferred from the seller to the acquirer. All rights and obligations associated with the existing assets and liabilities transfer to the acquirer as well as all risks associated the target. A seller will generally prefer a share deal, as it entails a complete exit from the business and its associated risks. An acquirer may prefer an asset deal, specifically if there is any doubt regarding potential liabilities. | N3 |
| Share Deal | Transaction in which shares in a company are sold (unlike an Asset Deal); this changes the ownership of the company, but the legal relationships of the Target remain unaffected. Special attention must be paid in such deals to provisions relating to Change of Control. | N2 |
| Share deal/Share transfer | an agreement where the shares of a company are sold. | N5 |
| Share Option | see Stock Option | N1 |
| Share Option Plan | see Share Option Scheme | N1 |
| Share Option Scheme | any arrangement involving the grant of Share Options to participants over new Shares or other new securities of a company (typically a Listed Company) or any of its subsidiaries. Also known as Share Option Plan. | N1 |
| Share Placing | the sale of Shares to a number of Investors but not to the general public 1. (HKG) more commonly known as a Placing or Top-Up Placing, depending on the deal structure. The Shares are typically sold to institutional or professional Investors. |
N1 |
| Share Pledge | Pledging of a company’s shares. | N2 |
| Share Premium Account | the portion of the shareholders’ funds which represents the premium paid for new Shares above their nominal value. A Share Premium Account forms part of a company’s Non-Distributable Reserves. | N1 |
| Share Purchase Agreement | an Acquisition Agreement providing for a Business Combination effected by the Acquisition of all or most of a Target Company’s voting Securities. Not to be confused with a Purchase Agreement in the Securities offering context. Also referred to as an SPA. | N1 |
| Share Purchase Agreement (SPA) | an SPA is a final agreement between the buyer and the seller on the sale of the company. This document is traditionally prepared by the acquirer’s Solicitor, but not always. | N5 |
| Share purchase agreement (spa) | The SPA is the agreement between seller and acquirer on the sale of the target. It’s an obligation for the buyer to buy, and for the seller to sell the target. Most people call it the “Sale and Purchase Agreement” | N3 |
| Share Purchase Agreement (SPA) | Agreement via which shares in a company are sold – and in many cases also assigned (possibly subject to conditions precedent) (see also Share Deal). | N2 |
| Share Purchase Rights | another name for an Option, Warrant or Rights which gives a holder the ability to purchase Stock of the issuing company, contingent upon certain events, usually at a fixed dollar price | N1 |
| Share Registrar | a person who maintains in Hong Kong the register of Members of a company which lists or proposes to list securities on a recognized stock market | N1 |
| Share Repurchase | see Share Buyback | N1 |
| Share Split | see Stock Split 1. (HKG) more commonly known as a Sub-Division of Shares |
N1 |
| Share Swap | an agreement under which the Shares of one company are sold or exchanged for the Shares of another company | N1 |
| Share Transfer Form | see Stock Transfer Form 1. (HKG) more commonly known as an Instrument of Transfer | N1 |
| Share-for-Share Acquisition | see Stock-for-Stock Acquisition | N1 |
| Shareholder | Stockholder or equity holder in a company or “holder of Shares”. | N2 |
| Shareholder Activism | behavior of a shareholder or Group of shareholders attempting to change or influence the behavior of the company’s Board of Directors and/or other shareholders, usually with a view to changing corporate strategy, improving company performance, making changes to key personnel, or affecting the outcome of a Takeover, Acquisition or disposal in which the company is involved. Shareholder Activists may exercise their rights as shareholders to block votes or withhold acceptances, or more commonly they will privately approach the Board of Directors with the aim of negotiating the company’s position before that position becomes public. See also Activist Investor. | N1 |
| Shareholder Agreement | an agreement in which the various shareholders make agreements concerning matters such as voting rights at general meeting and rights and obligations related to the sale of packages of shares. | N5 |
| Shareholder agreement | an agreement in which the various shareholders make agreements concerning matters such as voting rights at general meeting and rights and obligations related to the sale of packages of shares | N4 |
| Shareholder Litigation | a generic name for litigation brought against a company by one or more shareholders. Shareholder Litigation has become very common in some jurisdictions in the wake of M&A deal announcements, most often directed at the Target Company and its Board of Directors and alleging either or both disclosure violations and breaches of Fiduciary Duty. Also called a Strike Suit. | N1 |
| Shareholder Lock-Up | an agreement by one or more shareholders to vote in favor of an Acquisition (or to tender into a Tender Offer or Exchange Offer) to ensure, at a minimum, a block of votes to approve an Acquisition Agreement (or, in a Tender Offer or Exchange Offer, to ensure that a block of Shares are committed to tender). From a Bidder’s perspective, the ideal is to Lock-Up a sufficiently large block of Stock to insure success of the transaction. See also Hard Undertaking and Irrevocable Undertaking. 1. (US) Delaware courts have held that less than 42 percent is acceptable 2. (FRA) under French Law, the validity of voting engagements may be challenged by the courts and therefore their enforceability is uncertain. Voting engagements in the context of an Offer may be replaced by commitments from shareholders to tender their Shares to the Offer. |
N1 |
| Shareholder Proposal | Rule 14a-8 Proposals and other recommendations from shareholders that a company or its Board take a particular action, which proposals (along with the company’s proposals) are to be voted on during a Shareholders’ Meeting | N1 |
| Shareholder Rights Plan | formal name for a Poison Pill. Initially intended to avoid pejorative connotations based on the discriminatory mechanism of a Poison Pill. Today Poison Pill is used interchangeably with Shareholder Rights Plan. | N1 |
| Shareholders Agreement | another name for a Stockholders Agreement | N1 |
| Shareholders’ Agreement | Document containing contractual arrangements not included in the articles of association. It is not subject to the formal requirements which apply to articles of association (although it should be noted that agreeing a Call Option or Put Option may trigger a formal requirement). Shareholders’ agreements do not need to be made public, unlike articles of association, making it possible to include provisions that are intended to be confidential. | N2 |
| Shareholders’ Circular | 1. (UK) describes any information document issued by a publicly Listed Company to all of its shareholders (other than certain compulsory documents, i.e., Prospectus materials, annual reports and accounts, interim reports, and certain other standard shareholder information). Depending on the transaction, either the Listing Rules or the City Code will set out requirements for the content and approval of Shareholders’ Circulars and also the circumstances in which they must be prepared. 2. (FRA) all communications and information which must be provided to the shareholders of a publicly Listed Company in France are governed by the AMF’s General Regulation 3. (HKG) describes any information document issued by a publicly Listed Company to all of its shareholders (other than certain compulsory documents, i.e., Prospectus materials, annual reports and accounts, interim reports, and certain other standard shareholder information). Depending on the transaction, either the Listing Rules or the HK Takeovers Code will set out requirements for the content and approval of Shareholders’ Circulars and also the circumstances under which they must be prepared. 4. (SGP) under the Singapore Listing Manual, a Shareholders’ Circular is a document issued by a Listed Company to its shareholder accompanying a notice of general meeting. Compare Proxy Statement. |
N1 |
| Shareholders’ Meeting | the meeting of a company’s shareholders held on an annual or special basis, as applicable, to elect directors, vote on corporate matters (e.g., a Merger or other Combination), and to ratify certain Management actions. See also Special Meeting. | N1 |
| Shares | are equal parts into which a company’s capital is divided, entitling the holder to a proportion of the profits. | N5 |
| Shari’ah | the primary source of UAE law, incorporated into UAE law by reference to the Constitution (UAE) and the Civil Code (UAE). The Civil Code (UAE) sets out that it is to be construed and interpreted in accordance with the principles of Islamic jurisprudence or fiqh. | N1 |
| Sharing the Downs | a provision in an agreement that provides that two or more parties will Share losses or expenses incurred, contingent on a specified event, in some proportion. Compare Sharing the Ups. | N1 |
| Sharing the Ups | the same idea as Sharing the Downs, but this time with respect to profits or recoveries received as a result of a specified event | N1 |
| Shark repellent | The companies amend their By-Laws and regulations to be less attractive for the raider company. For example, the company may require that 80-95% of the shareholders should approve for the takeover and 75% of the Board of Directors consent. | N3 |
| Shark Repellent | Defensive measures taken against a company planning a Hostile Takeover. There are various options for making the acquisition more difficult or unattractive (see also Poison Pill). | N2 |
| Shark Repellent | a name for any provision or structure that deters or precludes Hostile Bids or other types of Hostile activities, such as market accumulations or Proxy Contests. Also called Takeover Defense. | N1 |
| Shelf | the figurative place where Poison Pills, almost fully registered Securities and other plans are placed when they are ready for implementation on short notice. See Shelf Poison Pill and Shelf Registration Statement. | N1 |
| Shelf Company | Shelf companies are held in readiness by commercial providers and cover several different corporate forms, such as an English limited company, European SE or German AG. This makes it possible to acquire a company that has already been entered in the commercial register, thus saving time. Since the providers charge a fee for making a shelf company available, setting up a new company oneself can deliver a saving if enough time is available. It should be noted when activating a shelf company that the registries may need to be informed in accordance with local law in order to avoid liability risk. | N2 |
| Shelf Company | a company which is founded without any of its own activity, assets or liabilities in order to start business activity or to buy another company. With an Acquisition the company becomes an active company. Shelf Companies are often formed by law firms and accountancy firms and then taken Off the Shelf at clients require, thus saving the time of incorporating a new entity. The concept of a Shelf Company is not necessarily available in every European jurisdiction so this may need to be factored into the timetable when thinking about deadlines. | N1 |
| Shelf Poison Pill | a Poison Pill that has been drafted and reviewed by a Board of Directors, such that it can be adopted on relatively short notice if needed. See On the Shelf and Shelf. | N1 |
| Shelf Registration | a registration process that lets an Issuer complete most of the SEC registration procedures (including the filing of a Registration Statement) before it is ready to go to market. The registrant can then take Securities Off the Shelf by filing a Prospectus Supplement when ready to launch an offering. See Shelf Takedown, On the Shelf and Shelf. | N1 |
| Shelf Registration Statement | used for a Shelf Takedown, a Shelf Registration Statement contains two principal parts: the Base Prospectus (which is in the initial filing) and the Prospectus Supplement (which is filed, along with the Base Prospectus, when the Issuer takes down Securities that are On the Shelf under a Shelf Registration). See also Registration Statement. | N1 |
| Shelf Takedown | a public offering which issues Securities Off the Shelf that were previously registered in a Shelf Registration. See Shelf Registration. | N1 |
| Shell Company | Company which has been operational in the past, but has ceased operations for whatever reason without being liquidated or removed from the commercial register. At a later point in time it may be resurrected as a new business. As with a Shelf Company, the registries may need to be informed that the shell is active again. Since a shell company has been operational in the past and may have residual Liabilities, using one involves greater liability risk than use of a Shelf Company. | N2 |
| Shop | refers to a process of trying to find a Buyer for a company, as in “the Board decided to Shop the company.” The colloquial use of Shop is widespread — hence the terms No Shop and Go Shop. | N1 |
| Short Form Amalgamation | Squeeze Out Merger between a company and its majority equity holder that, by statute, does not require a vote of equity holders 1. (UK) see Squeeze Out 2. (DEU) a pool of shareholders owning at least 95 percent of a company’s Shares has the right to “squeeze out” the remaining minority of shareholders by paying them an adequate compensation, secs. 327a through 327f German Stock Corporation Act (Aktiengesetz) 3. (FRA) when a Listed Company shareholder holds at least 95 percent of the company’s Share Capital and/or voting rights, the shareholder may or must, as the case may be, eliminate minority shareholders representing the remaining 5 percent by offering to purchase their Shares 4. (ITA) a simplified procedure is provided by Articles 2505 and 2505-bis of the Italian Civil Code for the Merger of a company into its 100 percent or 90 percent equity holder, respectively. If a company’s Bylaws provide, in both cases the Merger can be resolved by the Board of Directors, rather than by an extraordinary general Shareholders’ Meeting, as generally required. The shareholders representing at least 5 percent of the Surviving Entity’s Share Capital may, however, ask that the Merger be submitted for approval to a Shareholders’ Meeting. 5. (SGP) governed by Section 215D of the Companies Act of Singapore, a Short Form Amalgamation is where: (i) a Parent company and one or more of its wholly-owned subsidiaries; or (ii) two or more wholly-owned subsidiaries of the same Parent company, amalgamate and continue as one company, if the members of each amalgamating company approve such Amalgamation by Special Resolution at a general meeting |
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| Short Form Merger | Squeeze Out Merger between a company and its majority equity holder that, by statute, does not require a vote of equity holders 1. (US) for a Delaware corporation, subject to compliance with certain other statutory requirements, this can be accomplished so long as a majority stockholder owns at least 90 percent or, in some instances following a negotiated Tender Offer, that number of Shares sufficient to approve a Back-End Merger (i.e. generally 50.1 percent of the issued and outstanding Shares, unless the Charter provides for a different Threshold) 2. (UK) see Squeeze Out 3. (DEU) pool of shareholders owning at least 95 percent of a company’s Shares has the right to “squeeze out” the remaining minority of shareholders by paying them an adequate compensation, Secs. 327a through 327f German Stock Corporation Act (Aktiengesetz) 4. (FRA) when a shareholder of a Listed Company holds at least 95 percent of its Share Capital and/or voting rights, it may or must eliminate minority shareholders representing the remaining 5 percent by offering to purchase their Shares 5. (ITA) a simplified procedure is provided by Articles 2505 and 2505-bis of the Italian Civil Code for the Merger of a company into its 100 percent or 90 percent equity holder, respectively. If a company’s Bylaws so provides, in both cases the Merger can be resolved by the Board of Directors, rather than by an extraordinary general Shareholders’ Meeting, as generally required. The shareholders representing at least 5 percent of the Surviving Entity’s Share Capital may however ask that the Merger be submitted for approval to a Shareholders’ Meeting. |
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| Short Form Report | A type of Due Diligence Report which is sometimes also referred to as a Bankable Report. However, the terms used are not standardised. A short form report is more detailed than a Red Flag Report. | N2 |
| Short list | the short list of companies that will be contacted in an initial phase to gauge their interest. The short list is often created after making a selection from the long list | N4 |
| Short list | A long list, boiled down to a limited number of potential acquirers. Acquirers on the short list usually get more access rights to the target’s information. | N3 |
| Short List | List of potential buyers in an Auction Process, compiled on the basis of responses and expressions of interest triggered by the Teaser. The Information Memorandum is sent to this list of potential buyers, but usually only after an NDA has been signed. | N2 |
| Short List | a narrowed list of potential Bidders a Seller considers in an Auction. Bidders may be selected for the Short List based on factors such as the value or structure of their Offer, or their reputation in the market. | N1 |
| Short Sale | a sale of something you don’t own. As a result, the party engaging in a Short Sale will have to borrow the thing it is selling short to make good delivery to the Purchaser. Short Sales of Securities are both very common and very controversial. | N1 |
| Short Slate | a slate of director nominees for less than the majority of the Board of Directors | N1 |
| Short Squeeze | describes a situation in which a significant number of Buyers in the market seek in a short period of time (usually in response to a Reportable Event) to buy Issuer Shares to cover their outstanding economic risk on Short Sale obligations. A Short Squeeze can result in a rapid increase in an Issuer’s Share price due to the Buyers’ desire to limit their potential Short Sale loss as quickly as possible. | N1 |
| Show Stopper | Deal Breaker. | N2 |
| Show Stopper | a Takeover Defense that absolutely precludes a particular Hostile Bid | N1 |
| Side Letter | Document containing ancillary agreements that the parties do not wish to include in the main agreement, often through a desire to avoid the exposure arising from publication in the commercial register. Also, some agreements may only affect certain parties to a transaction. Agreements made in side letters are not without potential problems, however, since they can affect the impact or interpretation of the main agreement. They may even render it null and void (e.g. due to breaching a formal requirement). | N2 |
| Side Letter | auxiliary agreement entered into by the parties to a main contract | N1 |
| Sidestep Merger | See Downstream Merger. | N2 |
| Signing | Date on which the contractual documents are signed. This gives rise to the requirement under the law of obligations to complete (Closing) the transaction provided any Conditions Precedent are satisfied or waived. | N2 |
| Sign-off | Approval of a finalised document, e.g. for signing or certification. | N2 |
| Simple Capital Structure | a Capital Structure that includes a single equity class and may include debt or debt-like preferred securities. Contrast with Complex Capital Structure | N7 |
| Singapore Exchange | Singapore Exchange Limited | N1 |
| Singapore Takeover Code | the Singapore Code on Takeovers and Mergers, issued by the Monetary Authority of Singapore. Singapore Takeover Code applies to corporations with a primary listing of their equity Securities, Business Trusts with a primary listing of their units in Singapore and REITs. | N1 |
| Single Collar | when used to describe an Exchange Ratio Collar, Single Collar means there is only one Upside Collar and one Downside Collar | N1 |
| Single Cram-Down | see Cram-Down. Compare Double Cram-Down | N1 |
| Single Purpose Entity | another name for a Special Purpose Entity or Special Purpose Vehicle | N1 |
| Single Trigger | refers to a Parachute structured so that payments are due solely upon a Change of Control, whether or not the executive is subsequently terminated | N1 |
| Sister Company | a company with the same Parent company as another company, both companies are therefore subsidiaries of the same company | N1 |
| Site Visit | Visit to the business site(s) operated by the Target. This enables a potential buyer to get a better idea of the company and its operations. Site visits often form part of Due Diligence. | N2 |
| Skin in the Game | Refers to a person being exposed to financial risk, e.g. in the form of potential losses or endangering their invested capital. | N2 |
| SLA | Service Level Agreement: an long term agreement between Seller and the Acquirer’s target to deliver certain services, against well defined deliverables and price. | N3 |
| SLA | Service Level Agreement. | N2 |
| Slow Hand Pill | a Poison Pill that contains a provision preventing redemption of the Pill for a period of time (e.g., six months) after a Change of Control of a Board of Directors. See also Dead Hand Pill. 1. (US) the Slow Hand Pill was invalidated in Delaware in Carmody v. Toll Brothers, 723 A.2d 1180 (Del. Ch. 1998) |
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| Small and Medium-sized Enterprises | See SME. | N2 |
| Small Cap | 1. Transactions with a deal size of up to around EUR 50 million (Thomson Reuters). This is not a fixed size, however; other thresholds are also used in this context (see also Mid Cap; Large Cap). 2. “Small Cap” may also refer to companies with low market capitalisation. | N2 |
| Small Cap | a company with a small market capitalization (below Mid Cap). The relevant threshold between what is considered Small Cap and Mid Cap can range between EUR 250 million and EUR 1 billion depending on the jurisdiction. | N1 |
| SME | Small and medium-sized enterprises. The definition used by the Commission of the European Union requires an enterprise to have fewer than 250 employees, turnover not exceeding EUR 50 million or a balance sheet total not exceeding EUR 43 million in order to be recognised as an SME. In addition, no more than 25% of the shares in the enterprise may be held by shareholders who do not fit this definition. The criteria used by the specialist German institution that conducts research into SMEs (IfM Bonn) are that the firm has fewer than 500 employees and turnover not exceeding EUR 50 million. The HGB (German Commercial Code) distinguishes between small, medium-sized and large corporations, using slightly different criteria (see section 267, HGB). | N2 |
| SME | acronym for small and medium-size enterprises | N1 |
| Social Issues | euphemistic name for the congeries of “soft” issues that frequently arise in the context of combining two or more entities, such as senior Management composition, allocation of managerial roles and responsibilities, Board composition, executive pay and prerequisites (particularly for executives of the acquired company), name and location of headquarters of the surviving company, participation in charitable giving and levels of civic support formerly practiced by the acquired company | N1 |
| Soliciting (Solicitation) Agent | a service provider (usually but not always a Proxy Solicitor) which assists in the distribution of Tender Offer or Exchange Offer documents and in keeping track of and otherwise facilitating tenders of the Target Company’s Shares | N1 |
| Solvency Opinion | based on certain assumptions, a Financial Advisor’s opinion that a proposed transaction will not cause a participating entity to become insolvent within the meaning of the Bankruptcy laws | N1 |
| Solvent | the ability for a company or business to meet its financial obligations. | N5 |
| Sovereign Wealth Fund | an investment fund owned directly or indirectly by a country | N1 |
| Sovereign Wealth Fund (SWF) | State-owned fund; investment funds that invest on behalf of a country and are funded by the country. | N2 |
| SOX | acronym for Sarbanes-Oxley | N1 |
| SPA | Share Purchase Agreement. | N2 |
| SPA | acronym for Share Purchase Agreement | N1 |
| SPA/Share Purchase Agreement | an SPA is the final agreement between the buyer and the seller on the sale of the company, subject to a number of CPs (condition precedents). | N4 |
| SPAC | acronym for a Special Purpose Acquisition Company | N1 |
| Spanish Securities Act | Law 24/1988, of July 28, of Securities Act, which regulates the Securities market in Spain. Adopted on July 28, 1988, the Act contains the general regulation on the Spanish Capital Markets, its members and governing bodies, its control and supervision, and its standards of performance and behavior. | N1 |
| SPE | acronym for Special Purpose Entity | N1 |
| Special Committee | generally a committee of Independent Directors of a Board of Directors formed to deal with a transaction or litigation involving a conflict of interest on the part of some of the directors. See also Special Negotiating Committee. | N1 |
| Special Meeting | a Shareholders’ Meeting convened by a company to vote on a Business Combination 1. (ITA) a meeting of the holders of special categories of Shares or other equity Instruments |
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| Special Negotiating Committee | a general term for a committee of some members of the Board of Directors formed to supervise a specific transaction on behalf of the entire Board of Directors. Special Negotiating Committees are also frequently appointed to permit rapid action (such as pricing of a public offering) or to focus a few directors on supervising a transaction process that requires significant time and frequent meetings, such as a Business Combination. See also Special Committee. | N1 |
| Special Purpose Acquisition Company | Shelf Companies that have no operations but are formed and raise capital in order to merge with or be acquired by a company with the proceeds of the Special Purpose Acquisition Company’s Securities offering. See also SPAC. | N1 |
| Special Purpose Entity | can be used in a number of different contexts. For example, a Special Purpose Entity can be an entity formed solely for the purpose of participating in a transaction or company established within a corporate group in such a way as to prevent the Insolvency of that company from affecting any other company within the group, often for a limited corporate purpose. A typical example would be when a Special Purpose Entity is set up for the purpose of acquiring or operating a particularly risky asset or making investments. Special Purpose Entities are also used for the purposes of issuing asset-backed Securities, or when structured as a Bankruptcy Remote Vehicle to limit the risks of the corporate entities that transfer assets to the entity. Also known as a Special Purpose Vehicle. Special Purpose Entities are often used to accomplish off-Balance Sheet arrangements. See SPE. | N1 |
| Special Purpose Vehicle | see Special Purpose Entity and SPV | N1 |
| Special Purpose Vehicle (SPV) | Entity set up and used exclusively for a specific purpose, usually in connection with a corporate or banking transaction; often involves a Shelf Company. | N2 |
| Special Resolution | a resolution of a company’s shareholders (or Class of shareholders) passed by a majority of at least 75 percent of shareholders on a show of hands at a general meeting, or by shareholders representing at least 75 percent of the total voting rights of shareholders on a poll at a general meeting or by Written Resolution | N1 |
| Special situation funds | in view of the negative connotations associated with the reference to vultures in the term ‘vulture fund’, these funds refer to themselves more neutrally as special situations funds | N4 |
| Specialist advisors | subject specialists are called upon during transactions to provide specific advice. For example on the environment, property, stock assessment, pensions, taxes, etc. | N5 |
| Specialist advisors | subject specialists are called upon during transactions to provide specific advice on the environment, pensions, taxes, etc. | N4 |
| Specific Disclosure | This requires the seller to disclose all the circumstances that qualify its Representations & Warranties in respect of each individual warranty, in the form of annexes to the sale and purchase agreement (Disclosure Schedule) or in a separate document ( Disclosure Letter). This is advantageous to the buyer. Despite prior Due Diligence, only the matters specifically disclosed are regarded as known to the buyer and excluded from warranty claims. A seller will therefore aim to negotiate General Disclosure of at least some information. | N2 |
| Specific Disclosures | disclosures which qualify Representations and Warranties by reference to actual and identifiable matters | N1 |
| Specific Performance | A remedy granted by a court to an important party to a contract under which the contract-breaker is forced to perform its obligations under the contract (e.g. to deliver an asset). The concept is a feature of English law, which allows the court to grant this remedy in certain circumstances instead of awarding damages. There is no need for a legal structure of this kind in German law because compensation is not restricted to monetary payments. | N2 |
| Spin off | It is a kind of a demerger or carve-out where an existing parent company distributes on a pro-rata basis all the shares it owns in a controlled subsidiary to its own shareholders by which it gains effect to make two of the one company or corporation. There is no money transaction, subsidiary’s assets are not valued, transaction is not treated as stock dividend and tax free exchange. Both the companies exist and carry on business. It does not alter ownership proportion in any company | N3 |
| Spin Off | Refers to taking an existing division or line of business and turning it into a separate company. Also called “hiving off” or “divesting”. | N2 |
| Spin-Off | a distribution by a company of one or more of its businesses to its shareholders in the form of a dividend of the Stock of a newly created entity in which the business resides. Also used to describe a part of a business which has been split from the rest of the business and sold. See also Demerger. 1. (US) certain Spin-Offs can be accomplished on a tax deferred basis if they meet stringent and complicated tests under the Internal Revenue Code and IRS regulations 2. (HKG) typically used in the context of effecting a separate listing on the Hong Kong Stock Exchange (or elsewhere) of assets or businesses wholly or partly within an existing Listed Company group |
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| Split off | This occurs when equity shares of a subsidiary company are distributed to some of the parent company’s shareholders in exchange for their holdings in parent company. | N3 |
| Split up | It is s diversion of a company into two or more parts through transfer of stock and parent company ceases to exist | N3 |
| Split-Off | a distribution by a company of one or more of its businesses to its shareholders accomplished by exchanging Stock of the Split-Off entity for Stock of the Parent entity 1. (US) certain Split-Offs can be accomplished on a tax deferred basis if they meet stringent and complicated tests under the Internal Revenue Code and IRS regulations |
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| Sponsor | shorthand for the Private Equity Sponsor or other financial Investor whose fund (or SPV) is the Purchaser in a Leveraged Buyout, or the primary holder of the Equity Interests in a particular Borrower/Issuer 1. (UK) an entity (usually an Investment Bank) approved by the FSA to act as an adviser to a company involved in an IPO and to assist the company with its ongoing obligations under the Listing Rules |
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| Spread payment | if the seller allows spread payments, it implicitly grants a loan (vendor note or vendor loan) to the buyer | N4 |
| SPV | Special Purpose Vehicle. | N2 |
| SPV | acronym for Special Purpose Vehicle | N1 |
| Squeeze Out | the right of the Bidder in a Public to Private/Takeover to require minority shareholders to sell their Shares to the Bidder once it has reached a certain level of acceptances. In the UK and Hong Kong, this level is set at 90 percent but in other jurisdictions the Threshold can be higher. | N1 |
| Squeeze Out Merger | a Merger or other transaction that eliminates minority shareholders in a company for cash, resulting in the majority shareholder becoming the sole owner of the company. Squeeze Out Mergers may, but do not always, take the form of Short Form Mergers. | N1 |
| Squeeze-out | Compulsory buy-out of minority shareholders in a public limited company by a majority shareholder who owns at least 95% of the shares; in addition to a squeeze-out under company law as per sections 327a–327f of the German Stock Corporation Act (AktG), the provisions of sections 39a–39c of the German Securities Acquisition and Takeover Act (WpÜG) offer the option of a squeeze-out under takeover law. Shareholders forced out of the company in this way can demand cash compensation. | N2 |
| Staggered Board | another name for a Classified Board | N1 |
| Stakebuilding | Process whereby an interested party acquires shares in the Target on the stock market. See also Creeping Takeover. | N2 |
| Stakebuilding | the process of buying a significant position in a Public Company, often with a view to launching a Takeover Offer or initiating Shareholder Activism | N1 |
| Stakeholder | any party with a vested monetary (e.g., employees, unions, pensioners) or non-monetary interest in a business | N1 |
| Stakeholders | Groups that have an economic or other interest in the future development of a company involved in a transaction. Typical stakeholders include employees (who have an interest in keeping their jobs, for example), customers (concerned about quality, for example), suppliers and Shareholders. The term also includes the state and the community (e.g. political parties, associations, churches, media, trade unions). | N2 |
| Stamp Duty | a tax charged on certain written documents (can be a fixed or ad valorem charge). The term is a UK, Hong Kong and Singapore tax law term, but other jurisdictions also impose similar taxes (sometimes generically referred to, among SDLT and SDRT and their equivalents in other jurisdictions, as Transfer Taxes). Stamp Duty is typically chargeable in respect of transfers of Shares, other marketable Securities and certain transactions involving Partnerships. In the UK, transfers of qualifying loans/Bonds are typically exempt from Stamp Duty. See also Franchise Tax, SDLT, SDRT and Capital Duty. | N1 |
| Stamp Duty Land Tax | a UK tax charged in respect of transfers of real estate. Other jurisdictions impose similar real estate transfer taxes. See also Stamp Duty. | N1 |
| Stamp Duty Reserve Tax | a UK tax charged in respect of certain agreements to transfer Shares and other types of Securities (introduced as an anti-avoidance measure in response to attempts to avoid Stamp Duty by not formally documenting certain transfers of interests). See also Stamp Duty. | N1 |
| Standalone Value | the value of an asset, business, or investment estimated without considerations of potential Synergies | N7 |
| Standard & Poor’s (S&P) | Independent rating agency which assesses the creditworthiness of companies and their debt. The highest rating awarded is AAA, and the lowest is D. Other well-known rating agencies are Moody’s and Fitch. | N6 |
| standard deviation of return | Statistical measure of the historical variability of returns relative to their mean (or expected return). An indicator of the degree to which an asset’s or portfolio’s returns deviate over a specific period in absolute terms or relative to another asset or benchmark portfolio. (See also mean, expected return.) | N6 |
| Standard Listing | the listing of Securities on the LSE where such listing is not a Premium Listing | N1 |
| Standard of Value | the definition of value used in a valuation (e.g., Fair Market Value, Market Value, Fair Value, or Investment Value). The Standard of Value affects the methods, inputs, and assumptions used by the business valuation professional. Also known as Basis of Value | N7 |
| Standby Letter of Credit | Special form of a Letter of Credit that serves as a bank guarantee (see also First Demand Guarantee). | N2 |
| Standstill | Standstill provisions are very common in an M&A context and are intended by the recipient of the Standstill to protect against the counterparty’s aggressive activities intended to force the protected party to consent to a Change of Control transaction or a transaction that may make the protected party more vulnerable to a Change of Control. Commonly prohibited activities in a Standstill include: acquiring voting Securities of the protected party beyond a specified Threshold, making an Offer to acquire the protected party, launching a Proxy Contest against the protected party, voting Securities of the protected party against Management or voting in other specified ways, and joining with a third party seeking to engage in any of these types of transactions. Standstills are commonly found in Non-Disclosure Agreements, settlements of Change of Control contests and Acquisition Agreements for less than all of the equity of the protected party. | N1 |
| Staple | shorthand for Staple Financing | N1 |
| Staple Financing | a financing package offered by an Investment Bank acting as the sell-side advisor in connection with the auctioning of a Target Company. Called “Staple” because the financing package (the Commitment Papers) is figuratively “Stapled” to the Bid materials sent out to potential Buyers. A Staple Financing arrangement can encourage a competitive Auction Process by ensuring that all prospective Bidders have access to adequate funds on terms that may encourage them to offer a more amenable price to the Seller. 1. (US) following the Toys “R” Us and Del Monte cases, there will be increased scrutiny on the conflicted role of Staple Financing providers (given the potentially larger fees a staple financing provider could earn compared with the fees payable as Financial Advisor). The ability to structure a Staple Financing without tainting the sale process by this conflict has become very challenging. As a result, many observers believe Staple Financing will recede and perhaps totally disappear, except in very unusual circumstances. In re Toys “R” Us, Inc., S’holder Litig., 877 A.2d 975 (Del. Ch. 2005); In re Del Monte Foods Co. S’holders Litig., 25 A.3d 813 (Del. Ch. 2011). |
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| Staple Papers | Commitment Papers used in a Staple Financing | N1 |
| Stapled | see Staple Financing | N1 |
| Stapled / debt package | a package of loans in various forms and with different degrees of subordination, ranging from mezzanine to junior and senior debt. | N5 |
| Stapled / debt package | a combination of loans with varying degrees of seniority, covenants, interest rates, issued by several different lenders. | N3 |
| Stapled Finance | Before signing the SPA, the seller negotiates with banks in order to be able to provide the potential buyer with a ready-made financing package. The seller’s aim is to reduce the risk of financing problems and pre-empt any request from the buyer for a Financing Out clause. | N2 |
| Stapled/debt package | a package of loans in various forms and with different degrees of subordination, ranging from mezzanine to junior and senior debt. | N4 |
| Starburst Defense | when a Target Company of a Hostile Tender Offer or Exchange Offer launches a sale of All or Substantially All of its assets, in a “defense” against the Hostile Bidder 1. (UK) consent of Target Company shareholders is required under Rule 21 of the City Code, as this would otherwise be viewed as a Frustrating Action |
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| start-up | Finance used to form a completely new company that aims to develop a new and unproven product or service. | N6 |
| Start-up | a newly established business, usually without much capital and consequently often in search of support from Business Angels; Seed Finance providers or Venture Capital Investors. | N2 |
| Start-Up | a new business which can be on any scale — but most Start- Ups are small. Their critical phase often comes later when they may need significant amounts of capital to enter their chosen market. | N1 |
| statement of investment principles (SIP) | Statement setting out the investment policy being followed by a UK pension plan. Under the Pensions Acts 1995 and 2004, it is a legal requirement to have a SIP and keep it up to date. Regulations set out a minimum level of content, and the Myners Code recommends further additions to the SIP. (See also Myners Code, Pensions Act 1995.) | N6 |
| Statement on Schedule 14D-9 | a disclosure document required by SEC Rule 14d-9 under the Exchange Act to be filed with the SEC and disseminated to shareholders by a Target Company in response to a Tender Offer or Exchange Offer that is subject to Section 14(d)(1) of the 1934 Act | N1 |
| Status Call | 4Conference Call held at regular intervals (usually weekly) between the seller or buyer and their advisors to discuss the current status of the transaction process. | N2 |
| Statutory Accounts or Stat Accounts | A company’s annual accounts are prepared from the company’s financial records at the end of your company’s financial year. A report which shows shareholders how the company is performing. It is a legal requirement for a company to file Statutory Accounts with Companies House annually. A company’s accounts must include a balance sheet, notes, a profit and loss account, notes about the accounts and a directors’ report. | N5 |
| Statutory Combination | name for a transaction prescribed under a state corporate law statute in which two or more entities are combined by operation of law into a single entity, but in which (unlike a Merger) no one entity is the Surviving Entity and no other entities are absorbed into the Surviving Entity. A Statutory Combination, like a Merger, requires approval of both the Board of Directors and the shareholders of each constituent entity to the Combination. | N1 |
| Statutory Merger | another name for a Merger | N1 |
| Stay Bonus | another name for a Retention Bonus | N1 |
| Step-Up (Step-Up in Tax Basis) | an increase in the basis of property, typically in connection with a taxable transfer of that property, to the amount of consideration paid for the property (its fair market value) | N1 |
| Sterling Overnight Interbank Average Rate (SONIA) | An index that tracks Sterling overnight funding rates for trades that occur in off hours. It is the rate that underpins the calculation of an interest rate curve used for discounting sterling OTC derivatives that are transacted under “clean CSAs”. It is also the required rate of interest to be paid to counterparties on any cash received as collateral to support derivative positions. | N6 |
| STIF | See short-term investment fund. | N6 |
| stochastic modelling | Statistical technique used in asset/liability modelling to estimate the probability of certain events occurring. It does this by simulating many possible outcomes for the factors affecting the assets and liabilities of the investor. A large number of outcomes are generated in order to derive a mean expected outcome and a statistical distribution of outcomes. (See also asset/ liability modelling.) | N6 |
| Stock | Shares in a company/corporation | N1 |
| Stock Acquisition | an Acquisition of a company by means of the purchase of All or Substantially All of its outstanding Common Stock | N1 |
| Stock Appreciation Right | an equity award issued by a company which provides the holder with a bonus payable in cash or Stock equal to the appreciation in the value of a company’s Stock over a set price. Unlike Stock Options, holder is not required to pay an Exercise Price for a Stock Appreciation Right. See SAR. 1. (HKG) in Hong Kong, the term Share Appreciation Right is more commonly used |
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| Stock Election | a Business Combination in which Target Company shareholders can elect to receive the Buyer’s Stock in lieu of cash, and the default consideration is cash. A Stock Election transaction is the reciprocal of a Cash Election transaction in terms of its structure and purpose. | N1 |
| Stock Election Merger | another name for a Stock Election | N1 |
| stock exchange | Market for trading in securities. | N6 |
| Stock Exchange Automated Quotations (SEAQ) system | Screen-based trading system that shows bid and offer price quotations of all market makers in the UK. | N6 |
| stock lending | Lending of stock from one investor to another that entitles the lender to continue to receive income generated by the stock plus an additional payment by the borrower. There is potential risk as the lender may be exposed if the borrower defaults, but the exposure is controlled through high quality collateral (e.g. gilts) provided by the borrower that is marked to market daily. Investors may wish to borrow stock to cover short positions, for example. (See also mark-to-market, short position.) | N6 |
| Stock Option | an Option issued by a company to acquire Stock /Shares of the company upon the payment to the company of a stated Exercise Price. The treatment of Stock Options upon a Business Combination depends on many factors, including the terms of the grant document and the applicable plan. See also Long Term Incentive Plan, Share Option Plan and Share Option Scheme. | N1 |
| Stock Option Acceleration | an event that accelerates the earliest exercise date of a Stock Option. A Change of Control of a company very often causes a Stock Option Acceleration. | N1 |
| Stock Purchase | a Combination effected through the Acquisition of the Stock of a Target Company | N1 |
| Stock Purchase Agreement | see Share Purchase Agreement | N1 |
| stock selection | Selection by investment managers of a portfolio of stocks in a particular market or sector, usually based on technical or fundamental analysis and usually with the aim of achieving a return superior to the overall market or sector or benchmark thereof. | N6 |
| Stock Split | where the existing Shares of a company are split to create more Shares for the existing shareholders, with the shareholders’ proportionate shareholdings remaining the same. Used, for example, to facilitate a Spin-Off. | N1 |
| Stock Transfer Form | an instrument to transfer Shares, executed by the transferor(s), containing information about the consideration paid for the Shares, the number of Shares, the Share Class, the transferor and transferee names and addresses, and a declaration of any Stamp Duty Liability | N1 |
| Stock-for-Stock Acquisition | any Acquisition in which the Target Company’s stock is exchanged for, or converted by operation of law, into Buyer’s Stock (except for Fractional Shares and Shares for which Appraisal is obtained) | N1 |
| Stockholders Agreement | an agreement among holders of Stock in a corporation (to which the corporation itself may also be party), governing the rights and obligations of stockholders in their capacities as such vis-à-vis the other parties to the agreement. Stockholders Agreement may cover Board nomination rights, a Voting Agreement among the stockholders with respect to nominees and other matters, restrictions on transfer, forced Exit rights (e.g., an IPO for a Private Company or a third party sale/Merger) and other matters. For non-corporate entities, many of the provisions commonly found in Stockholders Agreements may be found in the LLC Agreement or Partnership Agreement or the entity’s similar governing documents. Also called a Shareholders Agreement. | N1 |
| stock-specific risk | Risk arising from a single stock holding, usually where the holding represents a position against a benchmark, in which case the term refers to risk relative to the benchmark. | N6 |
| straddle | Purchase or sale of call and put options for the same underlying asset with the same expiry date and strike price. | N6 |
| Straight Merger | see Straight Subsidiary Merger | N1 |
| Straight Subsidiary Merger | a Triangular Merger in which a subsidiary of the Buyer (usually a wholly-owned subsidiary created for this purpose) is merged with and into the Target Company, and the Subsidiary is the surviving company in the Merger. A Straight Subsidiary Merger is generally not a favored form of Triangular Merger because it raises issues concerning the assignability of the Target Company’s contracts and similar rights to the Surviving Entity. | N1 |
| Straight Triangular Merger | see Straight Subsidiary Merger | N1 |
| strangle | Purchase or sale of call and put options with the same expiry date but with different strike prices. | N6 |
| Strategic | where a Buyer purchases a Target Company for a particular commercial reason. Common Strategic rationales for an Acquisition are to create certain Synergies with, or to obtain particular assets expected to add value to, the Buyer’s existing business interests. Strategic Buyers frequently operate in the same or related industries as the Target Company. | N1 |
| strategic asset allocation | Benchmark allocation between the main asset classes with the aim of meeting the investor’s risk and return objectives. Also known as investment strategy or strategic allocation and sometimes prefixed with “long-term”. (See also benchmark, investment strategy.) | N6 |
| Strategic Bidder | a general name for a Buyer that has Strategic reasons to be interested in acquiring a Target Company. The term is often used in distinction to a financial Bidder which acquires a Target Company in order to improve its performance by changing its internal structures and policies. Presumably, a Strategic Bidder, as its name implies, believes it can create synergistic value through a Combination with the Target Company or between the Target Company and its other businesses. Strategic Bidders are often thought to have an advantage over Strategic Buyers in an Auction because they usually expect to benefit from Synergies if the deal goes through and (at least in theory) can therefore “afford” to pay more for the Target Company. This concept is sometimes referred to as “sharing the synergies,” in the sense that some of the expected synergistic value is paid to Target Company shareholders. | N1 |
| Strategic buyer | a company intending to buy another company in order to benefit from some sort of synergy | N3 |
| Strategic Investor | an investor who agrees to invest in a company to have access to proprietary technology, product, customer base, geographic location or service. By having this access, the investor can potentially achieve its strategic goals. | N5 |
| Strategic Investor | A strategic investor undertakes a transaction in pursuit of his own business objectives. The aim is to combine the Target with an existing business, e.g. using it to generate synergies or open up new fields of business; he differs in this regard from a Financial Investor. | N2 |
| Strategics | shorthand for Strategic Bidders | N1 |
| Strategy | when initiating and implementing a deal, the underlying strategic goal should always be borne in mind. | N5 |
| Strategy | when initiating and implementing a deal, the underlying strategic goal should always be borne in mind | N4 |
| Strawman | an outline proposal or paper. Strawman often describes a preliminary summary version of the Structure Memorandum. | N1 |
| Street Numbers | financial projections or estimates for a Target Company prepared by stock analysts; such analysts often work for firms on “Wall Street” or the “Street” | N1 |
| Street Sweep | an aggressive Share Acquisition Program that usually is over a very short duration. See also Dawn Raid. | N1 |
| strike price | Price at which the holder of a call (put) option has the right to buy (sell) the underlying security. | N6 |
| Strike Price | Exercise price, or basis price, especially with reference to options and other derivatives. | N2 |
| Strike Price | the price at which an Option may be exercised or a Convertible may be converted. See also Exercise Price. | N1 |
| Strike Suit | see Shareholder Litigation | N1 |
| Strip (the) | the total mix of equity Share Capital and Loan Notes invested by a Private Equity firm in the newco set up for a Buy-Out. Also known as the “equity strip.” | N1 |
| STRIPS | Separately Traded Registered Interest and Principal Securities. Instruments created when the components of a bond (the principal and the coupons) are separated and traded individually. (Converts a coupon-paying bond into a series of zero coupon bonds.) (See also coupon, principal, zero coupon bond.) | N6 |
| Structure Memorandum | a memorandum prepared by the Bidder’s tax advisors or counsel in an LBO which describes the transaction structure and the tax consequences of the deal. Provided to the Lenders (or at least those becoming Lenders in Syndication) with a Reliance Letter. | N1 |
| structured investment vehicle (SIV) | Pooled investment vehicle which attempts to profit by exploiting differentials in short- and long-term interest rates. SIVs are often set up by banks as independent units which do not impact directly on the bank’s balance sheet. In the stock market crash of 2008, SIVs became unpopular when it was revealed that they had been heavily invested in non-transparent asset-backed securities. | N6 |
| Stub Equity | in the context of a Takeover, a Buyer offers mixed consideration to the Seller comprising a small amount of equity, as well as cash and/or Loan Notes. Stub Equity describes the equity portion of the total offered consideration. | N1 |
| style | Approach followed by an active investment manager in selecting stocks. (See also growth investor/manager.) | N6 |
| style drift | Tendency of a portfolio manager to stray from its investment philosophy and process to boost short-term returns. | N6 |
| Style Research Limited | Firm providing tools for the analysis of equity portfolios at the stock level, which identify the particular style characteristics of the portfolio and highlight the components of risk relative to the portfolio’s benchmark. | N6 |
| Style Research Portfolio Analyzer | Tool developed by Style Research Limited for analysis of portfolio style bias and risk. | N6 |
| Sub-Division of Shares | see Share Split | N1 |
| subordinated debt | Debt which ranks after all other debts to be repaid if a company is liquidated. Subordinated debt will be repaid before shareholders. (See also senior debt.) | N6 |
| Subordinated Debt | a loan or financial arrangement that has a lower priority than a senior loan in case of a liquidation of the asset or company. | N5 |
| Subordinated Shareholder Loan | a loan granted to the company — by one of its shareholders or by a person who controls one of its shareholders — which is subordinated to all other debts. Terms and Conditions, Indentures and Credit Agreements often will provide Carve-Out Provisions to the debt Covenant or equivalent that allows incurrence of Subordinated Shareholder Loans, provided such loans have a maturity which extends beyond the maturity over the Notes/loans, and such loans are deeply subordinated. For tax reasons in European LBOs, often a Subordinated Shareholder Loan provides the Equity Contribution. | N1 |
| sub-prime | Describes loans which are considered inferior or sub-quality due to the high risk of default by borrowers. Sub-prime loans granted in the United States property market are generally considered to have sparked the credit crisis of 2008. | N6 |
| Subrogation | the substitution of one party in the place of another party with respect to a claim by that other party against a third party, so that the substituted party succeeds to the rights of the other party with respect to such claim. An example would be if an insurer pays an insurance claim to a third party payee on behalf of an insured party, and then “steps into the shoes of” the insured party to make a counterclaim against the third party payee in order to get back all or a portion of the payment. | N1 |
| Subsequent Offering Period | a period at the end of a Tender Offer or Exchange Offer for a registered equity Security during which tenders may be accepted as they occur, instead of having to wait until the end of the period 1. (US) Subsequent Offering Periods are a creature of SEC Tender Offer Rules and must be conducted in accordance with those rules |
N1 |
| Subsidiary | is a company whose shares are more than 50% controlled by another company, usually referred to as the parent company or holding company. | N5 |
| Substantial Shareholder | essentially refers to any person holding interests in 5 percent or more of the voting Securities of a company or a Class of voting Securities of a company 1. (UK) for the purposes of the Listing Rules, a person entitled to exercise, or to control the exercise of, 10 percent or more of the votes able to be cast on All or Substantially All matters at general meetings of the company or of an Affiliate of the company 2. (HKG) for the purposes of the SFO, a person who has an interest in the relevant share capital of a Hong Kong Listed Company which is equal to or more than 5 percent of the nominal value of the issued share capital of that company; for the purposes of the Hong Kong Stock Exchange Listing Rules, a person who is entitled to exercise, or control the exercise of, 10 percent or more of the voting power at any general meeting of the Hong Kong Listed Company |
N1 |
| Substantially All | see All or Substantially All | N1 |
| Success fee | the portion of the fee that depends on the closing of the transaction | N5 |
| Success fee | the portion of the fee that depends on the closing of the transaction. | N4 |
| Success fee | The variable part of a fee, depending on the successfull outcome of a transation | N3 |
| Success Fee | a fee payable only upon successful Completion of a transaction. Investment Banking M&A fees typically consist predominantly of Success Fees. Lawyers’ M&A fees are rarely Success Fees. | N1 |
| Sukuk | the Islamic finance equivalent of Bonds, structured so as to comply with Islamic law which prohibits the charging or paying of interest | N1 |
| Summary Ad | a newspaper advertisement announcing commencement of a Tender Offer or Exchange Offer that summarizes certain key terms of the Offer 1. (US) SEC Tender Offer Rules specify the minimum contents of a Summary Ad. See also Tombstone. |
N1 |
| Sunset Provision | a provision in a Poison Pill which provides for redemption of the Pill after a specified period of time (such as three years), unless the Board of Directors, or sometimes the Independent Directors, vote to extend the Poison Pill. Sunset Provision refers to any provision which provides for the expiration of an agreement or right after a specified period of time. | N1 |
| Superior Bid | another name for a Superior Proposal | N1 |
| Superior Offer | another name for a Superior Proposal | N1 |
| Superior Proposal | frequently used as a defined term in the Fiduciary Out provisions of a Public Company Merger Agreement which prescribe the standards that must be met by a Competing Bid in order to give the Target Company a contractual right to terminate the Merger Agreement (almost invariably upon the payment of a prescribed Termination Fee) and enter into an agreement with the Competing Bidder. This right of termination is, of course, the Fiduciary Out. The standards for a Superior Proposal are usually the subject of intense negotiation between the parties, the Buyer seeking to make them as restrictive as possible (within the perceived boundaries of Delaware judicial precedent) and the Target Company seeking to make them as easily met as possible (to create maximum flexibility for it and a Competing Bidder). See also Superior Bid and Superior Offer. | N1 |
| Supermajority | when the required vote to approve an action or transaction is greater than a simple majority | N1 |
| Supervisory Board | A body that holds executive management to account. The term is derived from the Anglo-American (unitary) system of Corporate Governance. In international transactions, care must be taken to ensure a shared understanding of the meaning of the term. | N2 |
| Supplemental Employee Retirement Plan | non-Qualified Plan for key employees that provides extra benefits and/or retirement income in addition to what is provided under qualified defined benefit retirement plans. See SERP. | N1 |
| Supplemental Prospectus | see Prospectus Supplement | N1 |
| Support Agreement | an agreement by shareholders to vote in favor of an Acquisition. A Support Agreement commonly also includes provisions not to vote for Competing Bids, not to aid a Competing Bidder and the like. A Support Agreement may or may not constitute a Shareholder Lock-Up, depending on the number of Shares subject to the Support Agreement. 1. (UK) see Irrevocable Undertaking |
N1 |
| supranational debt | Bond issued by an agency sponsored by a group of national governments — for example, the World Bank. | N6 |
| Surviving Entity | another name for a Survivor | N1 |
| Survivor | the entity resulting from a Merger which holds all of the assets and liabilities of the merged entities | N1 |
| survivorship bias | Tendency for samples of asset class returns to include only the funds that survived until the end of the measurement period. Funds that close due to poor performance are often excluded, and sample average return is thus biased upwards. | N6 |
| swap | Instrument designed to permit investors to exchange payment streams for their mutual benefit. Payments can be based on interest rates, currencies or equity returns. | N6 |
| Swap | a transaction in which the parties agree to exchange specified cash flows at specified intervals (e.g., an Interest Rate Swap in which one party agrees with the other party that it will exchange a floating rate for a fixed rate on a specified notional amount of principal at the end of each quarter). Interest Rate Swaps are a tool Borrowers use to manage their exposure to changes in Interest Rates. Other kinds of Swaps include Total Return Swaps and currency Swaps. | N1 |
| Swap ratio | This is an exchange rate of the shares of the companies that would undergo a merger. This is calculated by the valuation of various assets and liabilities of the merging companies. | N3 |
| swap spread | Difference in the yield available on a generic swap and a government bond. The difference arises mainly as a result of the credit risk on the swap. (See also credit spread.) | N6 |
| swaption | Option granting the buyer the right, but not the obligation, to enter into an interest rate swap on pre-defined terms. | N6 |
| Sweat Equity | occurs where ownership of shares in a company result from work done rather than an investment of capital. Quite common in start-up businesses. | N5 |
| Sweat Equity | Equity allocated by Private Equity to management at advantageous conditions. The goals is to tie the management to the company, and make it share in a successfull exit at a later stage, which is also the goal of the private equity fund that made the acquisition. The extent to which management can enter the share capital at a cheaper level than the PE fund is called the “”envy ratio’. | N3 |
| Sweat Equity | where a party receives an ownership interest in a business or project in return for non-financial contributions, such as their work or effort (and, by proxy, their blood, sweat and tears) | N1 |
| Sweet Equity | to encourage management and bring its interests into line with those of the investment fund, management is given the opportunity to invest in the target company under special conditions. In this context, the relative contribution per share is often lower for management than the amount paid by the investment fund. The ratio of the effective price paid by management to the price paid by the investment fund for their respective investments is sometimes also called the ‘envy ratio’. | N4 |
| Sweet Equity | Provision sometimes found in management share schemes which enables management to receive Shares without having to provide shareholder loans in proportion. This reduces the amount of capital committed by management compared with a Private Equity investor. | N2 |
| Sweet Equity | Shares issued at a lower price, usually as an incentive to existing Management in the context of a Buy-Out | N1 |
| SWF | Sovereign Wealth Fund. | N2 |
| Symmetrical Collar | when used to describe Exchange Ratio Collars, means Collars that deviate from the reference value or reference ratio by the same amount or the same percentage | N1 |
| syndicated investment | Investment which has been spread amongst several institutional backers, generally because it is too large for a single investor to provide all the finance required. | N6 |
| Syndicated Loan | Loan granted by at least two financial institutions to a borrower; it may or may not be apparent to the borrower that more than one bank is involved. Syndicated loans enable banks to avoid “cluster risk”. | N2 |
| Syndication | the process by which a Lender sells a portion of its debt to other Lenders in order to reduce its own exposure and spread risk | N1 |
| Synergies | the concept that the performance and value of two assets or businesses combined will be greater than the sum of the separate individual parts, resulting from the expectation of economies of scale or post-acquisition benefits. | N7 |
| Synergies | the cost savings and other efficiencies projected to materialize when two companies are combined. Examples include reduced SG&A, increased purchasing power, more efficient utilization of factories, warehouses and distribution centers, and headcount reduction in the sales force. See Strategic Buyer and Merger Benefits. | N1 |
| Synergistic Value | the expected value resulting from a combination of two or more assets or businesses, which is greater than the sum of the separate individual parts | N7 |
| Synergy | The creation of a whole is greater than the sum of its parts. The combined power a business buyer gets when it works with an existing business where the total power achieved is greater than working separately. Examples of synergy include shared resources, combined purchasing power and operational know-how. | N5 |
| Synergy | the term used to describe the value created by the merger of two companies. This value can be found both on the cost side (e.g. cheaper purchases thanks to combined purchasing power and cheaper administration due to not doubling up on financial management) and on the revenue side (e.g. by selling the products of one company to the customers of the other company) | N4 |
| Synergy | Any value created by the acquisition or merger of two companies. Synergies can be found in all aspects of a company’s business plan, such as customer segments, market penetration, unique value proposition, core competencies, access to resources and strategic partners. They can be cost related, revenue related, or can involve more intangible elements. | N3 |
| Synergy due diligence | A due diligence looking into the quality and quantity of synergies between the Acquirer and the Target. A synergy due diligence is based on the following material : – information made available in the Target’s dataroom – question and answer sessions with the Target’s management – interviews with the Acquirers management and subject matter experts – external subject matter experts – publicly available information – potentially: information from a ‘clean team’ For each and every source of synergies and dissynergies, the report assesses the impact on people, processess, systems, assets, legal proces, one-time cost, recurring cost and benefit. It presents recommendations and prioritisations. The results are made visible in various formats, such as a Haspeslagh matrix, a DCF model, and spider web presentation. | N3 |
| synthetic investment | An investment which simulates the return of an actual investment, but the return is actually created by using a combination of financial instruments, such as options contracts or an equity index and debt securities, rather than a single conventional investment. | N6 |
| Systematic Risk | risk that is common to all risky securities and cannot be eliminated through diversification. Also known as market risk and non-diversifiable risk. Contrast with Unsystematic Risk. See also Beta | N7 |
| systematic risk | See market risk. | N6 |
| systemic failure | Failure of the entire financial system due to a domino effect in the collapse of multiple financial institutions (e.g. banks). | 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.