In an acquisition, the interests of minority shareholders are best protected through the use of:
- sell-out rights.
- clawback provisions.
- covenants within indentures.
王琛_品职助教 · 2020年10月14日
原版书原文。参考原版书 P16
Minority shareholders are often granted rights to protect their interests in acquisitions.
For example, companies in European Union member states are required to adopt sell-out rights. These rights allow minority shareholders who have voted against a merger offer to force a bidder with more than 90% of the target’s voting rights to buy their shares at a fair price upon the deal’s approval.
欧洲联盟成员国的公司被要求采用 sell-out rights。这些权利允许投票反对合并要约的少数股东, 迫使拥有目标公司 90% 以上投票权的竞购者, 在交易获得批准后以公平价格购买他们的股份
参考原版书 P18
A number of regulators are requiring companies, including many in the financial industry, to adopt clawback provisions.
These provisions allow a company to recover previously paid remuneration if certain events, such as financial restatements, misconduct, breach of the law, or risk management deficiencies, are uncovered.
一些监管机构要求公司,包括许多金融业的公司,采用 clawback provisions。这些规定允许公司在发现某些事件,如财务重述、不当行为、违法行为或风险管理缺陷时,收回以前支付的薪酬
参考原版书 P19
To limit creditors’ risk during the term of a bond (or loan), debtholders may choose to impose covenants within indentures or contracts. Covenants are the terms and conditions of lending agreements, enabling creditors to specify the actions an issuer is obligated to perform or prohibited from performing.
为了限制债权人在债券(或贷款)期间的风险,债务人可选择在债券或合同中规定契约。契约是贷款协议的条款和条件,使债权人能够具体规定发行人有义务采取或禁止采取的行动