New Words Flashcards
Opportunism
A
Ineffective
A
Looter
C
Acquirer
A
Profitable (1 “T” sola!)
A
Coercion
A
Coercive
X
Detriment
A
Detrimental TO (the corporation)
Z
Certainty
A
Duty to screen
A
Appointment
Carica
Announcement (TO the world)
S
Approval
A
(Board) resolution
A
Wholly owned
A
Economic (of scale; of scope)
A
Replacements
A
Rescissory remedy (rescission)
A
Projection (of the cash flow)
A
(Estimated) terminal value
A
Dissolution (of the corporation)
A
Formalistic (rather than SUBSTANTIVE/functional) approach
A
Taint (must be cleansed)
A
Specter (Usa: Specter)
A
Dependance (specter of dependance)
A
Arm’s length negotiation
A
Committee (is empowered to do…)
A
To rebut (1 “T” sola; ma rebutted e rebuttable)
A
To plead (pt pled) particularized facts
A
He is affiliated WITH
A
Ti recommend (1 sola C e 2 M)
A
Conditional ON
A
To entrench (entrenchment effect)
A
To foreclose
A
Draconian (defensive measures)
A
Threshold
A
Redeemable
Riscattabile, remedibile
To validate
A
Front loaded two-trier tender offer
A
Greenmail
Ricatto finanziario
Enhanced (scrutiny)
A
Perceived (threat)
A
In relation TO (the threat)
A
Timing (of the offer)
Tempismo
Grossly negligent (gross negligence)
A
(Acting in an) uninformed manner
A
Breakup (of the company)
A
Auctioneer
A
Inevitable
A
(Crown) Jewel
A
Inducement
A
Favoritism
A
To intervene IN
A
Legitimate (corporate interest)
A
To put the company UP for sale
A
Unintentionally
A
Involuntarily (c’è una i finale)
A
Initiation (of an active bidding process)
A
(Heavy financial) burden
Onere, peso
To inhibit (negotiation)
A
To deter
Impedire, scoraggiare
Staggered board
A
To delay (delayed)
A
(Deal is a) fait accomplit
A
To interfere
A
Effectiveness
A
Franchise
Fiducia
Directorial power
S
(Highly) dispersed
A
Present in person
A
Represented by proxy
A
To be entitled TO (vote)
A
Voting rights
A
Multiplied BY
A
To cast (a vote) (pt.: cast)
A
To dilute
A
(Adversely) affecting
A
To align (con una L sola) Alignment
A
To convene (a meeting)
A
Dual-class shares
A
To be attached TO
A
Separately
A
Per se illegal
A
Insurgents/Incumbents
A
Nominee
Candidato
To intend
A
To solicit (1 L sola)
A
Improper subject (for action by securities holders)
A
Solely (cosmetic)
A
Duty of candor
A
Truthful (statement)
A
Settlement
A
Integrity (of shareholders franchise)
A
Deference TO (business judgment rule)
A
Defendant was AT fault
A
To address (due D e due S)
A
Corporate health
A
Hourly basis
A
Particularity
Particolarità
Disqualifying (Y!!) financial interest
A
(Financial) stake
A
(To judge) the appropriateness (of a decision)
A
To appoint directors TO (a committee)
A
DiscreTion
A
IndEpendence
A
Challenged transaction
A
(Procedural) hurdles
A
Automatically
A
Disinterested
A
Impact ON
Ah
Charitable (contribution)
A
(May not benefit) at expenses of (the corporation)
A
Profit (1 sola T)
A
Collegial (relationship)
A
Cleansing FLIPS standard of review
A
To simulate
A
To be willing To (accept)
A
To thwart
Ostacolare
Evidence doesn’t RAISE doubt (ricordarsi di evitare la doppia negazione!)
A
Stricter standard
A
Utmost (good faith)
A
Behavior
A
Disproportionate to
A
Beyond
A
Fundamental
A
(Board) engages IN (waste of corporate assets)
A
By reason that
A
Systematic
A
Successful defense
A
Decision making process
A
To abandon (the office)
A
Consciously disregard
A
Recklessness
Recklessly
A
By virtue of (his position)
A
Inflated/deflated (prices)
Artificially high/low
A
Proximate cause
A
State of mind
A
(To grant) disgorgement remedy
A
TO Overstate
A
To void
Void/voidable
A
Undisclosed information
A
To make a False/untrue statement
A
Intention to deceive
A
Deception
Inganno, frode
To refrain FROM (trading)
A
