Term
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Definition
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Term
| besides privatization, another political shock that has impacted merger activity in Europe |
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Definition
| free trade throughout the EU |
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Term
| golden share; and in regards to telecom italia |
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Definition
| when the gov has the ability to block a merger; w/ telecom italia golden shares were enacted vs deutsche telecom |
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Term
| white knight in telecom italia deal; why did mgmt prefer that bidder over the initial |
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Definition
| deutch telecom; preferred them bc mgmt felt more secure in keeping job and there would have been more synergies |
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Term
| two shocks that have motivated int'l merger activity in brewing industry |
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Definition
| pol: free trade throughout EU, no barriers bw countries; tech: distribution systems, brand names, int'l marketing, mass media |
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Term
| was InBev/Anheuser an auction or negotiation? explain... |
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Definition
| Auction; after unsolicited bid from In-Bev, Anheuser sought a third party |
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Term
| when did InBev/Anheuser switch from hostile to friendly? |
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Definition
| after Anheuser sought a third party; InBev agreed to ensure they would get the winning bid |
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Term
| why did heineken want to acquire FEMSA |
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Definition
| geographic merger; regional brand marketing: horizontal; to become bigger competitor in brewing industry |
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Term
| why did sanofi want chattem |
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Definition
| chattem is big in US for generic drugs, and sanofi wanted to expand out of prescription drugs and get in the US market |
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Term
| legal structure of sanofi/chattem |
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Definition
| tender; chattem CEO asked shareholders to tender their shares; 14d9; approval by board |
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Term
| when sanofi signed a standsstill agreement, what did it prevent sanofi from doing |
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Definition
| trying to take employees for 18 mos. and can't announce intention of the acquisition |
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Term
| how did chattem ensure co's shareholders received a reasonable price |
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Definition
| declined initial offer from Sanofi and had extended negotiation (to increase bid price); hired morgan stanley for fairness analysis |
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Term
| 4 main segments of natural gas industry |
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Definition
| exploration; production; pipeline transmission; distribution |
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Term
| what decade was PUHCA enacted and what fed regulator administered it |
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Definition
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Term
| when was PUHCA repealed? which president signed the act |
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Definition
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Term
| price of barrel of oil; larges integrated oil co in US; most imp supply factor affecting pr's |
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Definition
| 108; XOM; unrest in middle east |
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Term
| in scripps/comcast why was spinoff of cable assets advantageous to each party? |
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Definition
| scripps sold cable assets to focus more on tv programming and comcast acquired more cable assets to make them ntl competitor in cable industry (largest) |
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Term
| industrial org of comcast/ge where comcast will have control in NBC |
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Definition
| vertical; comcast is a cable service providor acquiring a cable network; expansion of product line |
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Term
| was comcast/nbc deal auction or negotiation? what contractual provision affected takeover process |
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Definition
| negotiation; comcast had NBC sign exclusivity agreement to not allow other bidders in transaction |
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Term
| 2 fed agencies to approve comcast/nbc deal |
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Definition
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Term
| who acquire RJR nabisco; auction or negotiation? |
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Definition
| KKR; auction- 3 bidders: KKR, Ross Johnson and other mgmt, and First boston |
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Term
| procedure when KKR took RJR public again? |
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Definition
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Term
| two main business segments of RJR |
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Definition
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Term
| what firm acquired one of two main RJR sements? and what firm now owns that segment? |
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Definition
| Philip Morris acquired Nabisco, which is now owned by kraft |
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Term
| what makes corporate governance imp? who is main voice for shareholders |
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Definition
| separation of ownershihp and control- having best interest for shareholders in mind; board of directors |
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Term
| recent legislation that has impacted corporate governance? |
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Definition
| Sarbanes Oxley Act of 2002; more board independence |
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Term
| conflict of interest in Kinder morgan and RJR deals? |
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Definition
| they were both possibilities of mbo's, which is tricky to make sure shareholders interests are best being looked out for; hired special committees |
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Term
| decision faced by Ameritrade? |
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Definition
| sell to etrade or buy TD; since ameritrade is family run by Scripps, they wanted to make sure shareholder interest was looked out for; hired special committee |
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Term
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Definition
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Term
| distinct feature of Archipelago |
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Definition
| ECN electronic communications network |
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Term
| notable aspect of NYSE/Euronext merger? |
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Definition
| created the first transatlantic exchange |
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Term
| 2 shocks associated w/ mergers of stock exchanges |
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Definition
| tech: online trading and brokerage made possible, constant update of info and accessibility of markets; pol: free trade in EU, which allowed NYSE Euronext merger |
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Term
| two reasons why petrochemical industry increased vertical integration |
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Definition
| OPEC Embargo (volatility of energy prices); decreased transaction costs |
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Term
| compare UK electric utilities industry w/ US telecom industry |
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Definition
| the US baby bell break up in 1984 led to 7 regional companies; in UK electrical utilities break up in 14995 led to 12 regional companies; both deregulations led to mass merger activity bw local companies across UK and US |
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Term
| dates: NASDAQ; NYSE; Archipelago; Euronext; NYSE/Archipelago; NYSE/Euronext |
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Definition
| 1971;1972;1996;2000;2005;2007 |
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Term
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Definition
| exploration; pipeline transmission; gathering/processing (gas/electric co's); local distribution (residence/businesses) |
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Term
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Definition
| Verizon purchases alltel to become largest wireless provider; at&t/t-mobile are currently conducting deal to become new largest wireless provider; $39 billion offer; if they merge they will own about 37% of marker share |
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Term
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Definition
| provide a 3rd party assessment of the soundness of a transaction for the target firm; saying the price in the transaction is fair for shareholders from a financial point of view |
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Term
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Definition
| the target firm got the premium, but the courts didn't like the process; said you should have an investment bank for a fairness opinion; makes the process more objective; court order necessity of a fairness opinion |
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Term
| regulation in natural gas industry |
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Definition
| PUHCA: Public Utilities Holding Company Act of 1935- regulation of gas and energy industries, broke up vertical structure and required divestitures; FERC: Federal Energy Regulatory Commission |
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Term
| deregulation in natural gas industry |
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Definition
| in 1990's; Energy Policy Act of 1992: removed PUHCA barriers; FERC orders (636, 888, 889) unbundling of natural gas services |
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Term
| Payment to investment banks, contingent or fixed? |
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Definition
| bank receives monthly retainer and other fees; also receives a contingency fee when the deal is closed; possible termination fee |
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Term
| why were anti-trust issues raised against InBev/Anheuser merger? |
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Definition
| InBev owned LaBatte which was a major seller in New England; the other major seller was Anheuser Busch; if InBev acquired Anheuser and still owned LaBatte, it would have a major monopoly in the area, so in order for the merger to go through InBev had to divest LaBatte and some other co's |
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