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
Manipulation
A
Derivative breach
A
Tipper/Tippee
A
Evidence to thin
A
To misappropriate
A
Simultaneously
A
(Must either disclose or) abstain FROM
A
Principal plus interest
A
Thin market
A
To render (the corporation unable)
A
Under capitalization
A
To take advantage
A
To intermingle (assets, funds)
A
Creditor can collect debts
A
To disrespect
A
To ignore
A
To default
A
To be charged WITH (the knowledge)
A
Credit investigation
A
To encourage
A
Transferability
A
(Committee) is made up OF
A
(Declare and pay) dividends
D
To advance (the interest)
A
To facilitate
A
Control OVER (results, operations)
A
Power OVER (the property)
A
For the sole purpose of advancing the interest
A
Duty of obedience (1 B sola)
A
pIErcing the corporate veil
A
Treasurer
A
SeCretary
A
Repetitiveness
A
Involuntary (adj.)
Involutarily (adv.)
A
Sufficient
A
To fulfill (la prima è solo una L)
A
Permissive (not mandatory)
A
To assume (the risk)
A
To conduct/carry on the business
A
To carry out
Eseguire
Within
A
The demand should be excused
A
The transaction falls into the rubric of (breach of fiduciary duties)
A
Counterclaim
A
To be placed on the agenda of the board
A
To brings a direct action to allege
A
At the very least
A
As a preliminar matter
A
He has standing TO bring an action
A
As stated…
A
Qualitative/quantitative effect
A
To form a corporation
A
TO establish (a requirement)
A
Compulsory
A
To preserve
A
Publicly traded
A
The dissenter
A
Bargaining power
A
In the context of
A
To force a transaction
A
The threat posed
A
Reasonable grounds for believing/fearing
A
To uphold
A
To favor (one bidder)
A
To engage IN (business combination)
A
Profits must be returned TO
A
To omit TO state
A
The court reject the theory
A
Meritorious (claim)
A
Prevailing party
A
Incapable OF (exercising)
A
To benefit
Benefited (1 T sola)
A
Tainted BY self interest
A
Conversion/diversion of corporate opportunity
A
Re characterization
A
Inequitably
Inequitable
A
Mismanagement
A
TO invest
A
To demand
A
Amount (1 M sola)
A
Rate of interest
A
Risk rate
A
Intrinsically
A
To take action
A
To cast the vote
A
Exemption
A
Exculpatory/exculpation clause
A
To seek shareholder remedy
A
Primacy
Supremazia, primato
Notwithstanding
A
RElevant
A
Flawed
Difettoso
Technique
A
Constraint
A
To second-guess
A
Absent (cause for suspecting)
A
To cease
A
Underperforming
A
Broader range
A
X merges INTO Y
A
Whale/Minnow
A
Doesn’t increase the outstanding shares BY MORE THAN 20%
A
Authorized but unissued
A
Prospectus
A
Stock hold OF record by more than…
A
Appraisal is restored
A
Net asset value
A
Earning valutation
A
Discounted cash flow
A
The transaction must be undertaken for a valid purpose
A
Within 10 days following the acquisition
A
Buying in concert
A
To file WITH
A
TO withdraw the stock FROM the tender
A
Offer has expires (e non is expired)
A
In the same proportion
A
Deal is consummated (con 2 M)
Aw
Significance
A
Held by the public AT LARGE
A
Inadequacy
A
Mathematically possible
A
TO employ a device to defraud
A
To act WITH scienter
A
Special relationship with the issuer
A
Private right of action
A
Facilities of any national securities exchange
A
Substantial likelihood
A
Family relationship
A
A suit to compel (inspection)
A
Saving clause
A
Independently
A
Accompanied/preceded
A
Revocable
To revoke
A
Announcement ON how a shareholder intends to vote
A
The party TO a Contract/transaction
A
Financial interest IN the transaction
A
TO be within the Line of business
A
Reckless disregard
A
Liquid/saleable assets
A
Drawback
Lato negativo
Improperly
A
Monitoring mechanism
A
To implement a monitoring/reporting information systems
A
To carry out the policy
A
Directors SERVE one-year term
A
To remove
A
To fill vacancies ON the board
A
To shield from liability
A
To dissociate oneself from a decision
A
To disavow
Negare
ON that date
A
To vote in favor
A
To syphon OUT all profits
A
Allegation
A
It may give RISE to
Da origine
To collude with
A
The fact are silent AS TO WHETHER
it’s unclear from the fact AS TO WHETHER
A
He could recover
Noun: recovery
A
To circumvent
A
Assuming that
A
Feasible
A
Since (dato che)
A
To award damages
A
He has to ARGUE (why demand should be excused)
A
To fall squarely into…issue
A
To be deemed
A
Under the circumstances
A
Neutrality rule
A
Breakthrough rule
A
To partecipate
A
Liquidating distribution
A
To distribute (non c’è la N!!)
A
So that
A
Intelligently
A
C must notify the shareholders that
A
Two-step acquisition
A
To exceed
A
To place the shares WITH a person
A
To demand the payment
A
To supply a prospectus
A
To foster a bidder into an auction
To induce
A
Stalking horse
A
High level of debts
A
Force-to-vote agreement
A
MatErial
A
Civil penalties
A
Owner of more than 10%
A
Asset grater than … million
A
To make a demand ON the board
A
Great specificity
A
Wrongful demand refusal
A
Suit should be pursued
A
Meritorious claim
A
Indemnification
A
Expenses incurred
A
Reimburse
A
Material facts ABOUT (the conflict)
A
To divert a business opportunity
Diversion
A
Carte Blanche
A
Judgment is affected
A
Day TO day affair
A
To be ON notice
A
To vote ON
A
Predecessor/successor
A
Shareholders act BY written consent
A
To adopt bylaws
A
Indefinite (life)
A
Element of injustice
A
Additional wrong TO
A
Corporate formalities
A
Meeting is not held
A
To be construed
A
He has no claim
A
To substantiate an allegation
A
To scrutinize
A
Fire sale
Svendita
To liken to
To be likened to
Paragonare
To happen
A
Inherently conflicted
A
