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greenmail : ウィキペディア英語版
greenmail

Greenmail or greenmailing is the practice of purchasing enough shares in a firm to challenge a firm's management or leadership and even threaten a corporate takeover, thereby forcing the target firm to buy those shares back at a premium in order to suspend the potential takeover or to take other actions that remove equity from the target firm and return it to the greenmailer.
The term is a neologism derived from blackmail and greenback as commentators and journalists saw the practice of said corporate raiders as attempts by well-financed individuals or their operating companies to blackmail a company into handing over money by using the threat of a takeover.
==Tactic==
Corporate raids occasionally aim to generate large amounts of money by hostile takeovers of large, often undervalued or inefficient (i.e. non-profit-maximizing) companies, by either asset stripping and/or replacing management and employees. In other circumstances, the greenmailer seeks out assets the target company has built up as equity, such as real estate and attempts to have the target company dispose of those paid real estate assets and lease back the real estate as a recurring lease payment, while returning the sold off real estate as a special dividend. One vivid example of this practice, was the attempted takeover of the retailer Target Corporation by William Ackman's Pershing Square Capital Management, which had a large inventory of mature or nearly mature real estate properties in its corporate portfolio that Ackman attempted to have spun off as an IPO, along with Target's partial sale of its credit-card unit and the execution of share buybacks which reduce the number of shareholders and shares outstanding by using corporate equity and earnings to repurchase existing shareholders positions. 〔(Ackman Says Target REIT IPO Would Raise $5.1 Billion (Update2), Bloomberg news, By Lauren Coleman-Lochner - November 19, 2008 20:00 EST )〕
However, once having secured a large share of a target company, instead of completing the hostile takeover, the greenmailer offers to end the threat to the victim company by selling his share back to it, but at a substantial premium to the fair market stock price.
From the viewpoint of the target, the ransom payment may be referred to as a goodbye kiss. The origin of the term as a business metaphor is unclear. A company which agrees to buy back the bidder's stockholding in the target avoids being taken over. In return, the bidder agrees to abandon the takeover attempt and may sign a confidential agreement with the greenmailee, guaranteeing not to resume the maneuver for a period of time.
While benefiting the predator, the company and its shareholders lose money. Greenmail also perpetuates the company's existing management and employees, which would have most certainly seen their ranks reduced or eliminated had the hostile takeover successfully gone through.

抄文引用元・出典: フリー百科事典『 ウィキペディア(Wikipedia)
ウィキペディアで「greenmail」の詳細全文を読む



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