Exercises
Questions- How do the two generations of CEOs view acquisition?
- Why is a high stock price so important to executives like Ebbers and Kozlowski?
- Why did the celebrated dealmakers get into trouble?
- What is the indicator that those acquisitive companies have fallen out of favor with investors?
- Why does accounting practice come under closed scrutiny? How did accounting practice help those acquisitive companies?
- What dealt a big blow to acquisitions? What was the resultant figure of acquisition for January?
- How do investment bankers respond to companies’ request for acquisition loans?
- What stands for the 1990s and what represents the 2000s according to many experts?
- What does it mean to return to a more old-fashioned notion of growth?
- What will the acquisitive companies do to get out of difficulty?
- 期以来,我们对他玩忽职守的行为熟视无睹。(turned a cold eye to)
- 基于语法的教学方法在六七十年代就不再受欢迎了。 (fall out of favor)
- 那个嫌疑分子的活动已处于警方的监视之下。(under scrutiny)
- 来自农村的孩子有着强烈的学习愿望。(appetite)
- 我可不想看到你和像他那样的人混在一起。 (the likes)
- 那家公司正计划裁减其大约四分之一的员工。(shed)
- 最坏的情况是暴风雨会使我们推迟行程。(at worst)
- 经济的疲软使得公司更难于去支付债务的利息。(service)
- 母亲因为其孩子的行为受到责备,这太常见了。(all too)
- 他感到被额外的工作压垮了。 (weigh down)
- 人们无法预料事情会有什么样的结果。(pan out)
- 我们的牛奶喝完了,你在回家的路上去那家店买点好吗?(run out of)
Mergers and acquisitions are governed by both state and federal laws. State law sets the procedures for the approval of mergers and establishes judicial oversight for the terms of mergers to ensure shareholders of the target company receive fair value. State law also governs the extent to which the management of a target company can protect itself from a hostile takeover through various financial and legal defenses. Because of the fear that mergers will negatively affect employees or other company stakeholders, most states allow directors at target companies to defend against acquisitions. Because of the number of state defenses now available, the vast majority of mergers and acquisitions are friendly, negotiated transactions.
The federal government oversees corporate consolidations to ensure that the combined size of the new corporation does not have such monopolistic power as to be unlawful under the Sherman Antitrust Act. The federal government also regulates tender offers through the Williams Act, which requires anyone purchasing more than 5 percent of a company's shares to identify himself or herself and make certain public disclosures, including an announcement of the purpose of the share purchase and of any terms of a tender offer. The act also requires that an acquirer who raises his or her price during the term of a tender offer, raise it for any stock already tendered, that acquirers hold tender offers open for twenty business days, and that acquirers not commit fraud.