11 definitions by Sorry, the good guys lost
(FINANCE) someone like Carl Icahn or Victor Posner; a manager of a PE fund or takeover vehicle (e.g., T. Boone Pickens with Mesa Petroleum) who organizes hostile takeovers of undervalued corporations.
WHY THEY'RE BAD
Corporate raiders insist they're looking out for the shareholder by forcing the managers to focus on increasing the value of the firm. If a company's share prices are high, it supposedly reflects well on the management of the firm; if the prices are low, the shareholders presumably would benefit from the takeover battle and subsequent change of management.
The flaw in this argument is (a) shareholders are not the only stakeholders in the corporation; workers, neighbors, and consumers also have interests that deserve protection; and (b), the impact of the corporate raider on FUTURE shareholders is inherently damaging over the long run because the targeted corporation's share prices are driven to a higher baseline anyway. After the takever battle between the raider and management, FUTURE buyers of the stock pay a higher price but are stuck with stagnant share prices because further increases don't make economic sense.
If the leveraged buyout succeeds, the company is saddled with debt in excess of its book value, which imposes an extreme burden; if it fails (greenmail), then company is still saddled with immense debt.
WHY THEY'RE BAD
Corporate raiders insist they're looking out for the shareholder by forcing the managers to focus on increasing the value of the firm. If a company's share prices are high, it supposedly reflects well on the management of the firm; if the prices are low, the shareholders presumably would benefit from the takeover battle and subsequent change of management.
The flaw in this argument is (a) shareholders are not the only stakeholders in the corporation; workers, neighbors, and consumers also have interests that deserve protection; and (b), the impact of the corporate raider on FUTURE shareholders is inherently damaging over the long run because the targeted corporation's share prices are driven to a higher baseline anyway. After the takever battle between the raider and management, FUTURE buyers of the stock pay a higher price but are stuck with stagnant share prices because further increases don't make economic sense.
If the leveraged buyout succeeds, the company is saddled with debt in excess of its book value, which imposes an extreme burden; if it fails (greenmail), then company is still saddled with immense debt.
Usually a corporate raider makes his killing by risking (and mostly losing) the money of other people.
He usually quotes Ayn Rand bromides about his adversaries being moochers and wreckers, but he destroys the livelihood of thousands, and he makes his fortune through ambush.
He usually quotes Ayn Rand bromides about his adversaries being moochers and wreckers, but he destroys the livelihood of thousands, and he makes his fortune through ambush.
by Sorry, the good guys lost September 4, 2010
(BUSINESS) in a hostile takeover, the business entity that will be the new owner. Usually a takeover vehicle is a corporation in an industry related to that of the target company.
In cases where the takeover is not NECESSARILY hostile, the term "acquisition vehicle" is used.
In cases where the takeover is not NECESSARILY hostile, the term "acquisition vehicle" is used.
by Sorry, the good guys lost September 4, 2010
(FINANCE) when a corporate raider initiates a hostile takeover of an undervalued corporation with the intent of forcing the management to buy him off.
HOW IT WORKS
A corporate raider engaged in greenmail requires a takeover vehicle to launch a hostile takeover. The takeover vehicle is usually another corporation controlled by the raider, although in recent years ESOPs have been used (e.g., Tribune Corp., 2007). The vehicle buys up a lot of shares of the target company's stock on the market, then announces it wants to acquire a controlling interest.
Management opposes the takeover bid. It can (a) challenge the legality of the takeover, (b) adopt a charter that makes it hard for the takeover vehicle to run the company it's proposing to buy (a poison pill), (c) seek another buyer that is more favorable (a white knight), or (d) borrow a ton of money and buy so many shares that the stock price goes up.
The raider makes a tender offer for the shares he doesn't own. If the target picks (c) or (d), then the raider will probably make a huge amount of money when he suddenly dumps all his shares on the market. His tender offer probably started a bidding war with management, driving share prices to something very high.
WHAT CAN GO WRONG
The management can use (a) or (b) successfully, or it can use (e), viz., launch a hostile takeover bid of the target vehicle. The raider can lose of lot of money if a lot of shareholders have accepted his tender offer.
HOW IT WORKS
A corporate raider engaged in greenmail requires a takeover vehicle to launch a hostile takeover. The takeover vehicle is usually another corporation controlled by the raider, although in recent years ESOPs have been used (e.g., Tribune Corp., 2007). The vehicle buys up a lot of shares of the target company's stock on the market, then announces it wants to acquire a controlling interest.
Management opposes the takeover bid. It can (a) challenge the legality of the takeover, (b) adopt a charter that makes it hard for the takeover vehicle to run the company it's proposing to buy (a poison pill), (c) seek another buyer that is more favorable (a white knight), or (d) borrow a ton of money and buy so many shares that the stock price goes up.
The raider makes a tender offer for the shares he doesn't own. If the target picks (c) or (d), then the raider will probably make a huge amount of money when he suddenly dumps all his shares on the market. His tender offer probably started a bidding war with management, driving share prices to something very high.
WHAT CAN GO WRONG
The management can use (a) or (b) successfully, or it can use (e), viz., launch a hostile takeover bid of the target vehicle. The raider can lose of lot of money if a lot of shareholders have accepted his tender offer.
The most successful greenmail practitioner was T. Boone Pickens, who used Mesa Petroleum (now Pioneer Oil) to greenmail six companies. Eventually he was ousted from his own company.
by Sorry, the good guys lost September 4, 2010
Name of a 501(c)(3) group created by Berman & Co., a
lobbyist for the restaurant, hotel, alcohol, and cigarette companies. "Defeat the Debt, another 501(c)(3), is supposedly organized by the Employment Policies Institute ALSO created by Berman & Co.
The Employment Policies Institute is not an institute, in the sense that it doesn't conduct research or perform services to the public. All it does is recycle American Enterprise Institute talking points under a false flag. Berman & Co. has a very large number of "institutes" or organizations, usually little information about the funding or affiliations. It cites "articles" which are letters to the editor published by a "senior economic analyst" at the "Employment Policies Institute," etc.
The "studies" are not peer-reviewed, but they take a long time to download (they're PDF files, naturally). The "doctors" are merely Ph.D. holders in an unrelated field spouting glibertarian theories. All in all, another front for wingnut welfare.
lobbyist for the restaurant, hotel, alcohol, and cigarette companies. "Defeat the Debt, another 501(c)(3), is supposedly organized by the Employment Policies Institute ALSO created by Berman & Co.
The Employment Policies Institute is not an institute, in the sense that it doesn't conduct research or perform services to the public. All it does is recycle American Enterprise Institute talking points under a false flag. Berman & Co. has a very large number of "institutes" or organizations, usually little information about the funding or affiliations. It cites "articles" which are letters to the editor published by a "senior economic analyst" at the "Employment Policies Institute," etc.
The "studies" are not peer-reviewed, but they take a long time to download (they're PDF files, naturally). The "doctors" are merely Ph.D. holders in an unrelated field spouting glibertarian theories. All in all, another front for wingnut welfare.
The Employment Policies Institute is a phony organization created in 1991 by Richard Berman, the principal of Berman & Co. It is little more than a website.
The Wikipedia entry for the "Employment Policies Institute" was obviously written by someone affiliated with the institute. Essentially devoted to ending the minimum wage (among other issues), it includes a section taking the 501(c)(3)'s position on a study, and then cites a "paper" by that same entity as "proof." This is the sort of bullshit we have come to expect from Berman & Co.
The Wikipedia entry for the "Employment Policies Institute" was obviously written by someone affiliated with the institute. Essentially devoted to ending the minimum wage (among other issues), it includes a section taking the 501(c)(3)'s position on a study, and then cites a "paper" by that same entity as "proof." This is the sort of bullshit we have come to expect from Berman & Co.
by Sorry, the good guys lost September 12, 2010
(BUSINESS) when a corporate raider attempts to take control of a corporation against the will of the management. Takeover requires a leveraged buyout typically financed with junk bonds.
HOW IT WORKS
The corporate raider requires a takeover vehicle to launch a hostile takeover. The takeover vehicle is usually another corporation controlled by the raider, although in recent years ESOPs have been used (e.g., Tribune Corp., 2007). The vehicle buys up a lot of shares of the target company's stock on the market, then announces it wants to acquire a controlling interest.
Management opposes the takeover bid. It can (a) challenge the legality of the takeover, (b) adopt a charter that makes it hard for the takeover vehicle to run the company it's proposing to buy (a poison pill), (c) seek another buyer that is more favorable (a white knight), or (d) borrow a ton of money and buy so many shares that the stock price goes up.
The raider makes a tender offer for the shares he doesn't own. At a certain point, he may acquire sufficient control that he can legally challenge the target's management to step down.
WHAT CAN GO WRONG
The management can use (a) or (b) successfully, or it can use (e), viz., launch a hostile takeover bid of the target vehicle. The raider can lose of lot of money if a lot of shareholders have accepted his tender offer.
HOW IT WORKS
The corporate raider requires a takeover vehicle to launch a hostile takeover. The takeover vehicle is usually another corporation controlled by the raider, although in recent years ESOPs have been used (e.g., Tribune Corp., 2007). The vehicle buys up a lot of shares of the target company's stock on the market, then announces it wants to acquire a controlling interest.
Management opposes the takeover bid. It can (a) challenge the legality of the takeover, (b) adopt a charter that makes it hard for the takeover vehicle to run the company it's proposing to buy (a poison pill), (c) seek another buyer that is more favorable (a white knight), or (d) borrow a ton of money and buy so many shares that the stock price goes up.
The raider makes a tender offer for the shares he doesn't own. At a certain point, he may acquire sufficient control that he can legally challenge the target's management to step down.
WHAT CAN GO WRONG
The management can use (a) or (b) successfully, or it can use (e), viz., launch a hostile takeover bid of the target vehicle. The raider can lose of lot of money if a lot of shareholders have accepted his tender offer.
Prior to 1980, the hostile takeover was unknown; banks would never lend money for such a scheme. For one thing, the risks were ridiculous. For another, "success" would hurt way too many people.
Everything changed when Michael Milken revolutionized the junk bond market, allowing raiders to attempt deals that violated sound business judgment. The defeated company was compelled to pay for its own conquest.
Everything changed when Michael Milken revolutionized the junk bond market, allowing raiders to attempt deals that violated sound business judgment. The defeated company was compelled to pay for its own conquest.
by Sorry, the good guys lost September 4, 2010
(BUSINESS) Wichita, Kansas-based conglomerate; pronounced "coke." A closely held corporation; owns Flint Hills Resources, a major refinery operator.
One of the most secretive business enterprises in the Western world. The financial press is not allowed to publish any financial statistics on the firm whatever (unlike, say, Bechtel or Fidelity Investments, whose financials appear in Hoovers listings). Basically, it converts oil wealth into political influene through a huge web of "foundations."
Koch Industries operates enormous oil refineries in Alaska, Minnesota, and Texas; owns 4000 miles of pipeline; Brawny paper towels, Dixie cups, Georgia-Pacific lumber, Stainmaster carpet, and Lycra (fiber used to make Spandex).
Koch Family Foundations funnel immense amount of money to climate change denial groups, although they manage to remain secretive about that also. Both David and Charles Koch have assets easily in excess of $8 billion, and they are the largest political donors of the oil and gas industry. Mostly their "charitable foundations" promote far-right propaganda.
One of the most secretive business enterprises in the Western world. The financial press is not allowed to publish any financial statistics on the firm whatever (unlike, say, Bechtel or Fidelity Investments, whose financials appear in Hoovers listings). Basically, it converts oil wealth into political influene through a huge web of "foundations."
Koch Industries operates enormous oil refineries in Alaska, Minnesota, and Texas; owns 4000 miles of pipeline; Brawny paper towels, Dixie cups, Georgia-Pacific lumber, Stainmaster carpet, and Lycra (fiber used to make Spandex).
Koch Family Foundations funnel immense amount of money to climate change denial groups, although they manage to remain secretive about that also. Both David and Charles Koch have assets easily in excess of $8 billion, and they are the largest political donors of the oil and gas industry. Mostly their "charitable foundations" promote far-right propaganda.
In the spring of 2010, University of Massachusetts at Amherst’s Political Economy Research Institute named Koch Industries one of the top ten air polluters in the United States.
The Americans for Prosperity Foundation (formerly Citizens for a Sound Economy) and the Cato Institute are creations of the Koch Family Foundations.
The Americans for Prosperity Foundation (formerly Citizens for a Sound Economy) and the Cato Institute are creations of the Koch Family Foundations.
by Sorry, the good guys lost September 2, 2010
(FINANCE) an initial public offering of stock in a company by a private equity fund that already owns it.
ILLUSTRATION
Suppose we have a company, HCA, that currently a publicly traded corporation. Now, some people with a lot of money arrange to borrow even more money, buy ALL the stock in HCA, and then turn it into a private corporation. All of the shares of stock are withdrawn and the company no longer has to publish its financial data with the SEC.
In theory, the new ownership can totally restructure the management; invest in new assets; divest old assets; retrain staff; or otherwise refurbish HCA so it does its job better and more cheaply. After doing this, it sells the new HCA to the public for much more than it paid for it, and everyone comes out a winner.
In practice, PE fund raids HCA to the tune of $2.5 billion and saddles it with the gigantic finance costs of its own LBO. Investors think they're buying a set percentage of HCA when they buy shares, but they're really just extending the process of vacuuming cash from the pockets of investors.
ILLUSTRATION
Suppose we have a company, HCA, that currently a publicly traded corporation. Now, some people with a lot of money arrange to borrow even more money, buy ALL the stock in HCA, and then turn it into a private corporation. All of the shares of stock are withdrawn and the company no longer has to publish its financial data with the SEC.
In theory, the new ownership can totally restructure the management; invest in new assets; divest old assets; retrain staff; or otherwise refurbish HCA so it does its job better and more cheaply. After doing this, it sells the new HCA to the public for much more than it paid for it, and everyone comes out a winner.
In practice, PE fund raids HCA to the tune of $2.5 billion and saddles it with the gigantic finance costs of its own LBO. Investors think they're buying a set percentage of HCA when they buy shares, but they're really just extending the process of vacuuming cash from the pockets of investors.
MIKE: So I hear that KKR and Bain Capital are selling HCA back to the public. A new IPO, huh?
MARGARET: Avoid it. Ordinary IPO's by companies going public for the first time are doing much better.
MIKE: But that's crazy! It's a sponsored IPO! By KKR and Bain Capital! It's got to be good! They'll still own most of HCA afterward, so they'll do what it takes to make sure the price stays high.
MARGARET: No, they don't care what the share price does so long as they get your money out of you. In the meantime, they've looted the company in the most inefficient way possible: using an LBO financed with junk bonds.
MIKE: Ouch, I guess my head is glad I talked to you about it but my heart is a greasy stain in the pavement.
MARGARET: Avoid it. Ordinary IPO's by companies going public for the first time are doing much better.
MIKE: But that's crazy! It's a sponsored IPO! By KKR and Bain Capital! It's got to be good! They'll still own most of HCA afterward, so they'll do what it takes to make sure the price stays high.
MARGARET: No, they don't care what the share price does so long as they get your money out of you. In the meantime, they've looted the company in the most inefficient way possible: using an LBO financed with junk bonds.
MIKE: Ouch, I guess my head is glad I talked to you about it but my heart is a greasy stain in the pavement.
by Sorry, the good guys lost September 2, 2010