Super-majority amendment is a defensive tactic requiring that a substantial majority, usually 67% and sometimes as much as 90%, of the voting interest of outstanding capital stock to approve a merger. This amendment makes a hostile takeover much more difficult to perform. In most existing cases, however, the supermajority provisions have a board-out clause that provides the board with the power to determine when and if the supermajority provisions will be in effect. Pure supermajority provisions would seriously limit management's flexibility in takeover negotiations.
See also
- Mergers and acquisitions
- Supermajority
- Takeover
External links
- Supermajority Issue Fuels Conflict Among Lake Worth Voters
- SECinfo.com
Corporate finance and investment banking |
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| Capital structure |
- Convertible debt
- Exchangeable debt
- Mezzanine debt
- Pari passu
- Preferred equity
- Second lien debt
- Senior debt
- Senior secured debt
- Shareholder loan
- Stock
- Subordinated debt
- Warrant
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Transactions
(terms/conditions) | | Equity offerings |
- At-the-market offering
- Book building
- Bookrunner
- Bought deal
- Bought out deal
- Corporate spin-off
- Equity carve-out
- Follow-on offering
- Greenshoe
- Initial public offering
- Private placement
- Public offering
- Rights issue
- Seasoned equity offering
- Secondary market offering
- Underwriting
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Mergers and
acquisitions |
- Buy side
- Control premium
- Demerger
- Divestment
- Drag-along right
- Management due diligence
- Managerial entrenchment
- Minority discount
- Pitch book
- Pre-emption right
- Proxy fight
- Post-merger integration
- Sell side
- Shareholder rights plan
- Special-purpose entity
- Special situation
- Squeeze-out
- Staggered board of directors
- Stock swap
- Super-majority amendment
- Tag-along right
- Takeover
- Tender offer
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| Leverage |
- Debt restructuring
- Debtor-in-possession financing
- Financial sponsor
- Leveraged buyout
- Leveraged recapitalization
- High-yield debt
- Private equity
- Project finance
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| Valuation |
- Accretion/dilution analysis
- Adjusted present value
- Associate company
- Business valuation
- Conglomerate discount
- Cost of capital
- Discounted cash flow
- Economic value added
- Enterprise value
- Fairness opinion
- Financial modeling
- Free cash flow
- Market value added
- Minority interest
- Modigliani–Miller theorem
- Net present value
- Pure play
- Real options
- Residual income
- Stock valuation
- Sum-of-the-parts analysis
- Tax shield
- Terminal value
- Valuation using multiples
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 List of investment banks- Outline of finance
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 | Original source: https://en.wikipedia.org/wiki/Supermajority amendment. Read more |
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