S&P DJI's Equity Indices Policies and Practices Methodology
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Business Justification
BUSINESS JUSTIFICATION FOR THE UPDATE OF THE UNIFI (ISO 20022) FINANCIAL REPOSITORY Name of the request: Issuers’ Agents communication for Corporate Actions1. Submitting organization: Euroclear SA/NV 33 Cannon Street London EC4M 5SB. Scope of the registration request: The scope of this business justification is the messages between issuers’ agents and the (I)CSD at which a security is deposited, in the context of corporate actions processing (reorganisations and distributions). The business processes for the processing of a corporate action may be shared between the agent and the (I)CSD, and also involves real movements of securities and cash; the messaging solution must reflect this complexity. Securities within the scope are equities, bonds (including Eurobonds), funds and other equity-like instruments deposited and settled at an (I)CSD. The in-scope processes are represented by the shaded area in the diagrams within this business justification. CSD Client CSD Issuer’s Agent Proposed business processes within the scope are as follows: • Announcement • Election (including actual movement of resources) 1 Subsequent Business Justifications will cover issuers’ agents’ communication for securities movements registration and new issues. 16- ISO20022BJ_IssuersAgentCommunication_approved.doc Produced by Euroclear SA/NV Page 1 • Standing instruction • Distribution by (I)CSD and agent (including removal of resources by (I)CSD and, potentially, agent e.g. clawback or redemption) • Deactivation. Announcement Automation of the corporate action announcement between the issuer’s agent and the (I)CSD leads to quicker and more accurate information being available to the market. Any modelling for this message will undoubtedly start with the elements already included in the MT 564. -
Mergers & Acquisitions
MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? 1. A division of a company might no longer fit into larger corp’s plans, so corp sells division 2. Infighting between owners of corp. Sell and split proceeds 3. Incompetent management or ownership 4. Need money 5. Business is declining 6. Industry-specific conditions 7. Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private group of investors borrows heavily to finance the purchase control of an ongoing business. RECAPITALIZATIONS: Does not involve the combination of two separate entities. Here, a firm reshuffles its capital structure. In a SWAP, the corp takes back outstanding equity stocks in return for other types of securities (usually long term bonds or preferred stock) RESTRUCTURINGS: This term refers to a corporation’s changing form to downsize their operations. -
Boston University Journal of Science & Technology
4 B.U. J. SCI. & TECH. L. 1 January 23, 1997 Boston University Journal of Science & Technology Law Symposium Financing the Biotech Industry: Can the Risks Be Reduced? Ronald Cass, Joshua Lerner, Farah H. Champsi, Stanley C. Erck, Jonathan R. Beckwith, Leslie E. Davis, Henri A. Termeer Table of Contents Speeches..........................................................................................................................[1] Dean Ronald Cass.............................................................................................[1] Joshua Lerner....................................................................................................[2] Farah Champsi..................................................................................................[8] Stanley Erck.....................................................................................................[18] Jonathan Beckwith.........................................................................................[24] Leslie Davis......................................................................................................[37] Henri Termeer.................................................................................................[47] Question and Answer Session..................................................................................[60] Financing the Biotech Industry: Can the Risks Be Reduced?† Jonathan R. Beckwith, Farah H. Champsi, Leslie E. Davis,* Stanley C. Erck, Joshua Lerner, Henri A. Termeer Dean Ronald Cass: 1. The biotechnology -
Paper-18: Business Valuation Management
Group-IV : Paper-18 : Business Valuation Management [ December ¯ 2011 ] 33 Q. 20. X Ltd. is considering the proposal to acquire Y Ltd. and their financial information is given below : Particulars X Ltd. Y Ltd. No. of Equity shares 10,00,000 6,00,000 Market price per share (Rs.) 30 18 Market Capitalization (Rs.) 3,00,00,000 1,08,00,000 X Ltd. intend to pay Rs. 1,40,00,000 in cash for Y Ltd., if Y Ltd.’s market price reflects only its value as a separate entity. Calculate the cost of merger: (i) When merger is financed by cash (ii) When merger is financed by stock. Answer 20. (i) Cost of Merger, when Merger is Financed by Cash = (Cash - MVY) + (MVY - PVY) Where, MVY = Market value of Y Ltd. PVY = True/intrinsic value of Y Ltd. Then, = (1,40,00,000 – 1,08,00,000) + (1,08,00,000 – 1,08,00,000) = Rs. 32,00,000 If cost of merger becomes negative then shareholders of X Ltd. will get benefited by acquiring Y Ltd. in terms of market value. (ii) Cost of Merger when Merger is Financed by Exchange of Shares in X Ltd. to the shareholders of Y Ltd. Cost of merger = PVXY - PVY Where, PVXY = Value in X Ltd. that Y Ltd.’s shareholders get. Suppose X Ltd. agrees to exchange 5,00,000 shares in exchange of shares in Y Ltd., instead of payment in cash of Rs. 1,40,00,000. Then the cost of merger is calculated as below : = (5,00,000 × Rs. -
Refinitiv Corporate Actions Methodology
REFINITIV EQUITY INDICES Corporate Action Methodology April 2020 Published: April 6, 2020 © 2019 Refinitiv Limited. All Rights Reserved. Refinitiv Limited, by publishing this document, does not guarantee that any information contained herein is or will remain accurate or that use of the information will ensure correct and faultless operation of the relevant service or associated equipment. Neither Refinitiv Limited, nor its agents or employees, shall be held liable to any user or end user for any loss or damage (whether direct or indirect) whatsoever resulting from reliance on the information contained herein. This document may not be reproduced, disclosed, or used in whole or part without the prior written consent of Refinitiv. 1 Sensitivity: Confidential Contents Introduction ......................................................................................................................................... 3 Corporate Actions ............................................................................................................................... 4 1.1 Cash Dividend .......................................................................................................................... 4 1.2 Special Dividend ...................................................................................................................... 5 1.3 Cash Dividend with Stock Alternative ....................................................................................... 5 1.4 Stock Dividend ........................................................................................................................ -
Acquisitions Driven by Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected]
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Institutional Knowledge at Singapore Management University Singapore Management University Institutional Knowledge at Singapore Management University Research Collection Lee Kong Chian School Of Lee Kong Chian School of Business Business 8-2011 Acquisitions Driven By Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected] Leming LIN University of Florida Micah OFFICER Loyola Marymount University Follow this and additional works at: https://ink.library.smu.edu.sg/lkcsb_research Part of the Corporate Finance Commons, and the Finance and Financial Management Commons Citation FU, Fangjian; LIN, Leming; and OFFICER, Micah. Acquisitions Driven By Stock Overvaluation: Are They Good eD als?. (2011). European Finance Association Meeting, 17-20 August 2011. Research Collection Lee Kong Chian School Of Business. Available at: https://ink.library.smu.edu.sg/lkcsb_research/3157 This Conference Paper is brought to you for free and open access by the Lee Kong Chian School of Business at Institutional Knowledge at Singapore Management University. It has been accepted for inclusion in Research Collection Lee Kong Chian School Of Business by an authorized administrator of Institutional Knowledge at Singapore Management University. For more information, please email [email protected]. Acquisitions Driven by Stock Overvaluation: Are They Good Deals?* Fangjian Fu Singapore Management University Lee Kong Chian School of Business -
Lecture 4 (Notes by Leora Schiff) 15.649 - the Law of Mergers and Acquisitions (Spring 2003) - Prof
Lecture 4 (Notes by Leora Schiff) 15.649 - The Law of Mergers and Acquisitions (Spring 2003) - Prof. John Akula Types of Acquisitions Governed by state law: 1. Delaware a. Flexible for corporate managers b. Body of precedent 2. California a. Other end of spectrum – heavy regulations I. Statutory Merger/Consolidation A. Stock Swap Statutory Merger 1. B merges into A 2. A and B merge into C – consolidation 3. stock-for-stock merger a. shareholders of B get stock in A (or C) b. A or C absorbs assets and liabilities of B corp c. Tax free - Type A reorganization B. Cash-out Statutory Merger 1. shareholders of B receive cash, debentures or non-voting equity 2. Taxable merger C. Procedure for Statutory Merger a. BOD both A and B pass resolution approving Agreement of Merger b. A and B shareholder vote - majority of outstanding shares entitled to vote must ratify agreement c. Certificate of Merger filed with DE Secy of State to become effective on date specified d. On date, reps. of both corporations meet and close transaction D. Three Exceptions to Voting Procedures 1. small-scale merger exception 2. parent-sub merger exception 3. holding company exception E. Conditions for Closing 1. Material Adverse Condition clause – depending on terms, could choose not to close. 1 II. Asset Acquisition A. Cash-for-Assets Acquisition 1. Taxable transaction 2. A can select assets and liabilities of B 3. A shareholders do not vote on asset acquisition 4. B shareholders are cashed out 5. A corp. gets new basis in B assets based on allocation of purchase price B. -
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-Natural Experiment*
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment* Nishant Dass Georgia Institute of Technology Email: [email protected] Sheng Huang Singapore Management University Email: [email protected] Johan Maharjan Rensselaer Polytechnic Institute Email: [email protected] Vikram Nanda University of Texas at Dallas Email: [email protected] May 2016 *We thank Itay Goldstein, Todd Gormley, Jarrad Harford, and seminar participants at Singapore Management University and Tshinghua University for helpful comments. All remaining errors are our own. The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment Abstract We examine how stock liquidity – of both acquirers and targets – affects acquisitions. We contend, relying on a simple model, that liquidity enhances acquirer stock value as an acquisition currency, especially when target stock is less liquid. Supportive of this acquisition-currency hypothesis: greater acquirer (lower target) liquidity increases acquisition likelihood and payment with stock, reduces acquisition premium, and improves acquirer announcement returns in equity deals. Our identification strategy relies on the exogenous variation in stock liquidity induced by changes in the composition of Russell-1000/2000 indices to establish causality. Consistent with the beneficial role of stock liquidity, firms take steps to improve stock liquidity prior to acquisitions. JEL classification: G30, G34 Keywords: Stock liquidity, mergers and acquisitions, Russell index reconstitution “The Covance board also discussed with Goldman Sachs [its financial advisor] the liquid market for LabCorp stock, which would allow Covance stockholders to either keep or trade the stock portion of the consideration.” From Board of Directors of Covance Inc. -
Bfm Sem – Vi Corporate Restructuring
BFM SEM – VI CORPORATE RESTRUCTURING Multiple Questions:- 1. _________ merger involves firm engaged in unrelated types of activities. a. Vertical b. Horizontal c. Conglomerate d. Demerger 2. When existing company is dissolved to form few new companies, it is called as ________ a. Sin off b. Split off c. Split up d. All of the above 3. __________means an acquirer takes over the control of the target company. a. Joint Venture b. Takeover c. Disinvestment d. Demerger 4. The ___________means changing the structure of an organization such as reducing the hierarchical levels. a. Financial Restructuring b. Organizational Restructuring c. Corporate Restructuring d. All of the above 5. ________parties work together or a single project for a finite period of time. a. Strategic Alliance b. Joint Venture c. Disinvestment d. Franchising 6. __________means the action of an organization or government selling or liquidating an asset or subsidiary. a. Merger b. Joint Venture c. Takeover d. Disinvestment 7. __________ is an arrangement whereby the assets of two or more companies come under the control of one company. a. Merger b. Buyout c. Joint Venture d. Demerger 8. ________may be defined as an arrangement where one party grants another party the right to use trade name. a. Alliance b. Franchising c. Slump sale d. Joint Venture 9. ________merger is a merger of two or more companies that compete in the same industry. a. Vertical b. Horizontal c. Co generic d. Conglomerate 10. ____________ helps a firm to grow and expand. a. Corporate Restructuring b. Merger c. Takeover d. Demerger 11. In _________, company distributes its shareholding in subsidiary to its shareholders thereby not changing the ownership pattern. -
Two Essays on Media Connections and Corporate Finance Policies
TWO ESSAYS ON MEDIA CONNECTIONS AND CORPORATE FINANCE POLICIES by Md Miran Hossain A Dissertation Submitted to the Faculty of College of Business In Partial Fulfillment of the Requirements for the Degree of Doctor of Philosophy Florida Atlantic University Boca Raton, FL August, 2018 Copyright 2018 by Md Miran Hossain ii ACKNOWLEDGEMENTS I am highly grateful to my dissertation chair Dr. David Javakhadze for his supervision throughout the doctoral program. He has persistently encouraged me to work on high quality research projects. I feel blessed to have such an extraordinary scholar as my supervisor, mentor, instructor, and role model. Without his guidance and help this dissertation would not have been possible. I would also like to thank Dr. Luis Garcia- Feijoo for his invaluable advice and direction. His feedbacks were instrumental in shaping my dissertation. Besides, I have learnt a lot from his courses and I thank him for his outstanding leadership in the finance PhD program. I am thankful to my other committee member, Dr. Daniel Gropper, for his advice and encouragement. I greatly appreciate his time despite his extremely busy schedule. My sincere appreciation goes to the other faculty members of the finance department. I am thankful to Dr. Anna Agapova for her investments seminar class and collaboration in multiple research projects. Working with her has broadened my research agenda. I would like to thank Dr. Anita Pennathur for her capital markets seminar as her course furthered my understanding of research on financial markets. I am also grateful to Dr. Zarruk, Dr. Cole and other professors for creating a supportive environment in the department. -
Corporate Actions Processing Ten Common Pain Points and How to Resolve Them 2 | Corporate Actions Processing
Corporate actions processing Ten common pain points and how to resolve them 2 | Corporate Actions Processing This white paper will untangle some of the complexity that exists in the corporate actions arena. It examines ten common pain points and provides guidance on how to tackle them . This communication is provided by Advent Software, Inc. (“Advent”) for informational purposes only and should not be construed as or relied on in lieu of, and does not constitute, legal advice on any matter whatsoever discussed herein. Advent shall have no liability in connection with this communication or any reliance thereon. | 3 Keeping Pace Improving the efficiency of The Shifting Corporate the introduction of new and evolving investment vehicles and tax law, means corporate actions handling can Actions Landscape help cut costs, provide competitive there is exponentially more processing work involved. advantage through better client Corporate actions processing has long service, maintain regulatory been a byword for inefficiency and risk in Improving the efficiency of corporate compliance, and reduce operational the securities industry. While great strides actions handling can help cut costs, and reputational risks. were being made toward the nirvana provide competitive advantage through of straight through processing (STP) better client service, maintain regulatory in many other areas of the investment compliance, and reduce operational and realm, corporate actions were written reputational risks. By the same token, off as complex processes that were corporate action errors—a mislaid unsystematic, esoteric and hard to notification, a mistyped data input, a automate, and where IT spending offered misapplied event—can result in painful little tangible return on investment. -
ICE Futures Europe Corporate Action Policy October 2019
ICE Futures Europe Corporate Action Policy October 2019 This material may not be reproduced or redistributed in whole or in part without the express prior written consent of IntercontinentalExchange, Inc. © Copyright IntercontinentalExchange, Inc. 2013. All Rights Reserved. ICE Futures Europe - Corporate Action Policy Contents 1.0 INTRODUCTION..................................................................................................................2 2.0 DEFINITIONS ......................................................................................................................3 3.0 BACKGROUND...................................................................................................................5 4.0 POLICY AND CONVENTIONS...............................................................................................6 4.1 Application of Adjustments .....................................................................................................6 4.2 Adjustment of Lot Size ..........................................................................................................6 4.3 Rounding ............................................................................................................................6 4.4 Equalisation Payments ..........................................................................................................6 4.5 Notification of Corporate Actions .............................................................................................7 4.6 Currency Conversions...........................................................................................................7