When a company is acquiring another, it may use an earn-out to defer
part of the purchase price by linking a proportion of the amount to be paid to
the future earnings of the company being bought. This may also incentivise the
sellers of the company to continue running the business for an additional, usually
pre-agreed period, to maximise the acquisition price. There can thus be benefits
to both sides where they are willing to make this type of deal work.
Based in Belgium, EASDAQ, was intended to replicate the success of NASDAQ, its
US-based equivalent (see below) as a pan-European screenbased electronic market
for higher risk, high tech stocks and shares, though the shares now traded have
extended beyond that original intent. In March 2001, NASDAQ acquired a majority
stake in EASDAQ which is now being restructured and renamed NASDAQ Europe.
Generally used as another name for the ordinary shares in a company
owned by the ordinary shareholders. (On a company's balance sheet, the term equity
is also used to mean what is left when all the company's external liabilities
have been deducted from the total of its assets.)
These allow employees to participate
in the success (or otherwise) of a business by owning shares in the company, via
an employee benefit trust (EBT) and an Inland Revenue approved share option scheme.
More than 3 million UK employees are estimated to be covered by ESOPS with more
than 2,000 companies now operating all-employee share schemes.
When venture capitalists invest in companies they do not do so for the
sake of their health. They do so to make a higher profit than might normally be
the case through more traditional investment methods. They do this through an
'exit' at a suitable time in the life of the investee company by selling their
shareholding usually to another company in the same business (a 'trade sale'),
a sale to another venture capitalist (a 'secondary buyout'), via a stock market
flotation (an 'IPO'), or some other method.
An egm, as opposed to an agm, is any
general meeting of a company apart from its annual general meeting, and can be
called at any time by the board of directors, or by members holding no less than
10 per cent of the shares, or even by a resigning auditor. Attendees must be given
14 days' notice of an egm or 21 days if, for example, it is intended to propose
a special resolution. Where there has been a serious capital loss, company directors
must call an egm.
The FSA regulates the UK's financial services
industry. It is an independent non-governmental body, a company limited by guarantee,
with statutory powers granted by the Financial Services and Markets Act 2000.
Its four primary aims are to maintain confidence in the UK financial system, promote
public understanding of the financial system, secure the right degree of protection
for consumers, and help to reduce financial crime.
This occurs, for example, when a company
comes to a stock market and its shares start to be quoted, i.e. the company 'floats.'
Flotations are used to raise capital for the business, or to allow the owners
of the business or investors in it to exit, wholly or partially, by realising
their investment.
Essentially compensation for loss of office, golden handshakes
are usually payments used to persuade an employee to leave an organisation without
fuss or complaint.
Senior executives will often protect themselves by negotiating
a golden parachute. This is a payment, which comes into force if they are sacked
or if the company is taken over, and they decide to leave as a result.
In an age where employee movement is now accepted much more
than ever before, golden handcuffs are designed to encourage specialists to stay
with an organisation. They come in the form of financial inducements usually included
in the contract of employment.
In the information age, intellectual property is more
highly prized and more closely protected than any other form of an organisation's
assets. It is the collective title for intangible assets such as the design for
a particular piece of software say or perhaps the film rights to a book and includes
copyrights, trade marks and patents.
Investment Trusts are unusual inasmuch as they are companies
which exist, in various forms, as vehicles for the sole purpose of investing in
other companies, usually through a diversified portfolio of shares. They offer
similar benefits to small investors as unit trusts by offering a wide spread of
investments but differ in that their own shares are quoted on the stock market
and traded normally. Because their shares often trade at a discount to the value
of the shares in their portfolios, they can be vulnerable to takeover.
An American term originally, quite simply,
the first offering to the public at large of a company's shares, via a flotation.
In other words, going public.
Differing definitions are guaranteed to cause
heated argument among investors and venture capitalists, but IRR is used to measure
the financial viability of private equity investments. It is a performance benchmark.
Broadly, it means the average rate of return over a given period (usually annual)
to an investor, expressed as a percentage. We are not entering into the argument
here over how it should be calculated.
The amount of the authorised share capital (see above)
for which shareholders have subscribed.