New Words Flashcards
1
Q
Opportunism
A
A
2
Q
Ineffective
A
A
3
Q
Looter
A
C
4
Q
Acquirer
A
A
5
Q
Profitable (1 “T” sola!)
A
A
6
Q
Coercion
A
A
7
Q
Coercive
A
X
8
Q
Detriment
A
A
9
Q
Detrimental TO (the corporation)
A
Z
10
Q
Certainty
A
A
11
Q
Duty to screen
A
A
12
Q
Appointment
A
Carica
13
Q
Announcement (TO the world)
A
S
14
Q
Approval
A
A
15
Q
(Board) resolution
A
A
16
Q
Wholly owned
A
A
17
Q
Economic (of scale; of scope)
A
A
18
Q
Replacements
A
A
19
Q
Rescissory remedy (rescission)
A
A
20
Q
Projection (of the cash flow)
A
A
21
Q
(Estimated) terminal value
A
A
22
Q
Dissolution (of the corporation)
A
A
23
Q
Formalistic (rather than SUBSTANTIVE/functional) approach
A
A
24
Q
Taint (must be cleansed)
A
A
25
Specter (Usa: Specter)
A
26
Dependance (specter of dependance)
A
27
Arm's length negotiation
A
28
Committee (is empowered to do...)
A
29
To rebut (1 "T" sola; ma rebutted e rebuttable)
A
30
To plead (pt pled) particularized facts
A
31
He is affiliated WITH
A
32
Ti recommend (1 sola C e 2 M)
A
33
Conditional ON
A
34
To entrench (entrenchment effect)
A
35
To foreclose
A
36
Draconian (defensive measures)
A
37
Threshold
A
38
Redeemable
Riscattabile, remedibile
39
To validate
A
40
Front loaded two-trier tender offer
A
41
Greenmail
Ricatto finanziario
42
Enhanced (scrutiny)
A
43
Perceived (threat)
A
44
In relation TO (the threat)
A
45
Timing (of the offer)
Tempismo
46
Grossly negligent (gross negligence)
A
47
(Acting in an) uninformed manner
A
48
Breakup (of the company)
A
49
Auctioneer
A
50
Inevitable
A
51
(Crown) Jewel
A
52
Inducement
A
53
Favoritism
A
54
To intervene IN
A
55
Legitimate (corporate interest)
A
56
To put the company UP for sale
A
57
Unintentionally
A
58
Involuntarily (c'è una i finale)
A
59
Initiation (of an active bidding process)
A
60
(Heavy financial) burden
Onere, peso
61
To inhibit (negotiation)
A
62
To deter
Impedire, scoraggiare
63
Staggered board
A
64
To delay (delayed)
A
65
(Deal is a) fait accomplit
A
66
To interfere
A
67
Effectiveness
A
68
Franchise
Fiducia
69
Directorial power
S
70
(Highly) dispersed
A
71
Present in person
A
72
Represented by proxy
A
73
To be entitled TO (vote)
A
74
Voting rights
A
75
Multiplied BY
A
76
To cast (a vote) (pt.: cast)
A
77
To dilute
A
78
(Adversely) affecting
A
79
```
To align (con una L sola)
Alignment
```
A
80
To convene (a meeting)
A
81
Dual-class shares
A
82
To be attached TO
A
83
Separately
A
84
Per se illegal
A
85
Insurgents/Incumbents
A
86
Nominee
Candidato
87
To intend
A
88
To solicit (1 L sola)
A
89
Improper subject (for action by securities holders)
A
90
Solely (cosmetic)
A
91
Duty of candor
A
92
Truthful (statement)
A
93
Settlement
A
94
Integrity (of shareholders franchise)
A
95
Deference TO (business judgment rule)
A
96
Defendant was AT fault
A
97
To address (due D e due S)
A
98
Corporate health
A
99
Hourly basis
A
100
Particularity
Particolarità
101
Disqualifying (Y!!) financial interest
A
102
(Financial) stake
A
103
(To judge) the appropriateness (of a decision)
A
104
To appoint directors TO (a committee)
A
105
DiscreTion
A
106
IndEpendence
A
107
Challenged transaction
A
108
(Procedural) hurdles
A
109
Automatically
A
110
Disinterested
A
111
Impact ON
Ah
112
Charitable (contribution)
A
113
(May not benefit) at expenses of (the corporation)
A
114
Profit (1 sola T)
A
115
Collegial (relationship)
A
116
Cleansing FLIPS standard of review
A
117
To simulate
A
118
To be willing To (accept)
A
119
To thwart
Ostacolare
120
Evidence doesn't RAISE doubt (ricordarsi di evitare la doppia negazione!)
A
121
Stricter standard
A
122
Utmost (good faith)
A
123
Behavior
A
124
Disproportionate to
A
125
Beyond
A
126
Fundamental
A
127
(Board) engages IN (waste of corporate assets)
A
128
By reason that
A
129
Systematic
A
130
Successful defense
A
131
Decision making process
A
132
To abandon (the office)
A
133
Consciously disregard
A
134
Recklessness
| Recklessly
A
135
By virtue of (his position)
A
136
Inflated/deflated (prices)
| Artificially high/low
A
137
Proximate cause
A
138
State of mind
A
139
(To grant) disgorgement remedy
A
140
TO Overstate
A
141
To void
| Void/voidable
A
142
Undisclosed information
A
143
To make a False/untrue statement
A
144
Intention to deceive
A
145
Deception
Inganno, frode
146
To refrain FROM (trading)
A
147
Manipulation
A
148
Derivative breach
A
149
Tipper/Tippee
A
150
Evidence to thin
A
151
To misappropriate
A
152
Simultaneously
A
153
(Must either disclose or) abstain FROM
A
154
Principal plus interest
A
155
Thin market
A
156
To render (the corporation unable)
A
157
Under capitalization
A
158
To take advantage
A
159
To intermingle (assets, funds)
A
160
Creditor can collect debts
A
161
To disrespect
A
162
To ignore
A
163
To default
A
164
To be charged WITH (the knowledge)
A
165
Credit investigation
A
166
To encourage
A
167
Transferability
A
168
(Committee) is made up OF
A
169
(Declare and pay) dividends
D
170
To advance (the interest)
A
171
To facilitate
A
172
Control OVER (results, operations)
A
173
Power OVER (the property)
A
174
For the sole purpose of advancing the interest
A
175
Duty of obedience (1 B sola)
A
176
pIErcing the corporate veil
A
177
Treasurer
A
178
SeCretary
A
179
Repetitiveness
A
180
Involuntary (adj.)
| Involutarily (adv.)
A
181
Sufficient
A
182
To fulfill (la prima è solo una L)
A
183
Permissive (not mandatory)
A
184
To assume (the risk)
A
185
To conduct/carry on the business
A
186
To carry out
Eseguire
187
Within
A
188
The demand should be excused
A
189
The transaction falls into the rubric of (breach of fiduciary duties)
A
190
Counterclaim
A
191
To be placed on the agenda of the board
A
192
To brings a direct action to allege
A
193
At the very least
A
194
As a preliminar matter
A
195
He has standing TO bring an action
A
196
As stated...
A
197
Qualitative/quantitative effect
A
198
To form a corporation
A
199
TO establish (a requirement)
A
200
Compulsory
A
201
To preserve
A
202
Publicly traded
A
203
The dissenter
A
204
Bargaining power
A
205
In the context of
A
206
To force a transaction
A
207
The threat posed
A
208
Reasonable grounds for believing/fearing
A
209
To uphold
A
210
To favor (one bidder)
A
211
To engage IN (business combination)
A
212
Profits must be returned TO
A
213
To omit TO state
A
214
The court reject the theory
A
215
Meritorious (claim)
A
216
Prevailing party
A
217
Incapable OF (exercising)
A
218
To benefit
| Benefited (1 T sola)
A
219
Tainted BY self interest
A
220
Conversion/diversion of corporate opportunity
A
221
Re characterization
A
222
Inequitably
| Inequitable
A
223
Mismanagement
A
224
TO invest
A
225
To demand
A
226
Amount (1 M sola)
A
227
Rate of interest
A
228
Risk rate
A
229
Intrinsically
A
230
To take action
A
231
To cast the vote
A
232
Exemption
A
233
Exculpatory/exculpation clause
A
234
To seek shareholder remedy
A
235
Primacy
Supremazia, primato
236
Notwithstanding
A
237
RElevant
A
238
Flawed
Difettoso
239
Technique
A
240
Constraint
A
241
To second-guess
A
242
Absent (cause for suspecting)
A
243
To cease
A
244
Underperforming
A
245
Broader range
A
246
X merges INTO Y
A
247
Whale/Minnow
A
248
Doesn't increase the outstanding shares BY MORE THAN 20%
A
249
Authorized but unissued
A
250
Prospectus
A
251
Stock hold OF record by more than...
A
252
Appraisal is restored
A
253
Net asset value
A
254
Earning valutation
A
255
Discounted cash flow
A
256
The transaction must be undertaken for a valid purpose
A
257
Within 10 days following the acquisition
A
258
Buying in concert
A
259
To file WITH
A
260
TO withdraw the stock FROM the tender
A
261
Offer has expires (e non is expired)
A
262
In the same proportion
A
263
Deal is consummated (con 2 M)
Aw
264
Significance
A
265
Held by the public AT LARGE
A
266
Inadequacy
A
267
Mathematically possible
A
268
TO employ a device to defraud
A
269
To act WITH scienter
A
270
Special relationship with the issuer
A
271
Private right of action
A
272
Facilities of any national securities exchange
A
273
Substantial likelihood
A
274
Family relationship
A
275
A suit to compel (inspection)
A
276
Saving clause
A
277
Independently
A
278
Accompanied/preceded
A
279
Revocable
| To revoke
A
280
Announcement ON how a shareholder intends to vote
A
281
The party TO a Contract/transaction
A
282
Financial interest IN the transaction
A
283
TO be within the Line of business
A
284
Reckless disregard
A
285
Liquid/saleable assets
A
286
Drawback
Lato negativo
287
Improperly
A
288
Monitoring mechanism
A
289
To implement a monitoring/reporting information systems
A
290
To carry out the policy
A
291
Directors SERVE one-year term
A
292
To remove
A
293
To fill vacancies ON the board
A
294
To shield from liability
A
295
To dissociate oneself from a decision
A
296
To disavow
Negare
297
ON that date
A
298
To vote in favor
A
299
To syphon OUT all profits
A
300
Allegation
A
301
It may give RISE to
Da origine
302
To collude with
A
303
The fact are silent AS TO WHETHER
| it's unclear from the fact AS TO WHETHER
A
304
He could recover
Noun: recovery
A
305
To circumvent
A
306
Assuming that
A
307
Feasible
A
308
Since (dato che)
A
309
To award damages
A
310
He has to ARGUE (why demand should be excused)
A
311
To fall squarely into...issue
A
312
To be deemed
A
313
Under the circumstances
A
314
Neutrality rule
A
315
Breakthrough rule
A
316
To partecipate
A
317
Liquidating distribution
A
318
To distribute (non c'è la N!!)
A
319
So that
A
320
Intelligently
A
321
C must notify the shareholders that
A
322
Two-step acquisition
A
323
To exceed
A
324
To place the shares WITH a person
A
325
To demand the payment
A
326
To supply a prospectus
A
327
To foster a bidder into an auction
| To induce
A
328
Stalking horse
A
329
High level of debts
A
330
Force-to-vote agreement
A
331
MatErial
A
332
Civil penalties
A
333
Owner of more than 10%
A
334
Asset grater than ... million
A
335
To make a demand ON the board
A
336
Great specificity
A
337
Wrongful demand refusal
A
338
Suit should be pursued
A
339
Meritorious claim
A
340
Indemnification
A
341
Expenses incurred
A
342
Reimburse
A
343
Material facts ABOUT (the conflict)
A
344
To divert a business opportunity
| Diversion
A
345
Carte Blanche
A
346
Judgment is affected
A
347
Day TO day affair
A
348
To be ON notice
A
349
To vote ON
A
350
Predecessor/successor
A
351
Shareholders act BY written consent
A
352
To adopt bylaws
A
353
Indefinite (life)
A
354
Element of injustice
A
355
Additional wrong TO
A
356
Corporate formalities
A
357
Meeting is not held
A
358
To be construed
A
359
He has no claim
A
360
To substantiate an allegation
A
361
To scrutinize
A
362
Fire sale
Svendita
363
To liken to
| To be likened to
Paragonare
364
To happen
A
365
Inherently conflicted
A
