Essential Concepts in Corporate M&A for Legal and Capital Circles: Common Terminology in M&A Practice

20. Misappropriation Theory: A theory treating the use of confidential information to conduct securities transactions as insider trading. 21. Tipper: A person who discloses material nonpublic information to others. 22. Tippee: A person who receives material nonpublic information from a tipper. 23. Williams Act: A U.S. federal law enacted by Congress in 1968 regulating tender offers. 24. Merger Arbitrage: An arbitrage activity exploiting price discrepancies of a target company’s stock before and after a merger or acquisition. 25. Blockholder: An external investor holding a relatively large proportion of a company’s shares, typically required to disclose such holdings. 26. Agency Cost: A foundational theory of modern corporate governance, proposed by financial economists Jensen and Meckling, positing that systemic conflicts of interest arise between management and shareholders, and between shareholders and creditors, in corporations where ownership and control are separated—giving rise to various associated costs. 27. Free-Cash Flow Theory: A theory proposed by financial economist Jensen, arguing that excess cash flow within a firm exacerbates agency cost problems. 28. Corporate Governance: A set of rules and practices governing the organization and operation of a corporation. 29. Hostile Takeover: A takeover attempt conducted without the support of the target company’s board of directors; tender offer is its sole method. 30. Tender Offer: A method of corporate acquisition whereby the acquirer directly makes an offer to the target company’s shareholders to purchase their shares, often followed by a squeeze-out of remaining minority shares. 31. Mandatory Bid: A regulatory rule in jurisdictions such as China and the UK requiring an acquirer to launch a bid for all outstanding shares once it acquires a specified threshold percentage of the target company’s equity. 32. Two-Tier Front-End Loaded Tender Offer: A coercive tender offer structure offering favorable consideration in the initial tier but significantly less favorable terms for residual shares; this structure has largely disappeared due to the advent of the 'poison pill'. 33. Freeze-Out Merger: An acquisition transaction in which a controlling shareholder purchases out the remaining minority shareholders’ shares. 34. Valuation Adjustment Mechanism (VAM): An investor protection mechanism used in venture capital and private equity investment agreements, allowing investors to adjust their equity stake or claim cash compensation based on post-investment performance metrics. 35. Redemption: An investor protection mechanism in venture capital and private equity investment agreements, requiring founders to repurchase investors’ shares at a predetermined price under specified conditions. 36. Earnout: A contingent consideration or earn-out payment plan—a special pricing mechanism for acquisition deals.

Apple CEO Tim Cook’s 1-Million-Share Equity Incentive Plan Approved; Shareholder Return Up 867% Over His First Nine Years

On Tuesday, February 24, Apple held its 2021 Annual General Meeting virtually in the United States. Apple CEO Tim Cook addressed questions related to the pandemic’s impact, corporate acquisitions, and controversies from the previous year. At the meeting, Apple shareholders voted—in a non-binding resolution—to approve a management compensation plan, including the long-term equity incentive plan for Cook announced last year. Under this plan, Cook will receive one million Apple shares if the company continues performing well over the coming years. This approval signals investor confidence in Cook’s leadership. According to a filing by Apple, from Cook’s appointment as CEO in 2011 through September 2020, Apple delivered a total shareholder return—including dividends—of 867%. The latest Gartner research shows that in Q4 2020, Apple surpassed Samsung to become the world’s top smartphone vendor by unit sales. Shareholders also rejected a proposal calling for Apple executives’ compensation to be capped at the company’s median employee salary. Cook described 2020 as a highly productive year. He discussed the latest iPhone models, the growing popularity of Apple Watch, and noted that the AirPods Max headphones were rapidly embraced by users. Regarding corporate acquisitions, Cook stated that Apple has acquired nearly 100 small companies over the past six years—averaging roughly one deal every three to four weeks—with the primary objectives being acquiring technology and talent.

Cooke & Bieler LP Acquires 43,914 Shares of International Flavors & Fragrances Inc.

Oct 22, 2026

Cooke & Bieler LP increased its stake in International Flavors & Fragrances Inc. by 7.3% in Q3, holding shares worth approximately $53.9 million. Analysts maintain a Moderate Buy consensus with an average price target of $93.22.

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OFI Invest Asset Management Reduces Stake in International Flavors & Fragrances

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Douglas Lane & Associates LLC Sells 39,607 Shares of International Flavors & Fragrances Inc.