Essential Concepts in Corporate M&A for Legal and Capital Circles

Shareholder activism The action taken by shareholders, exercising their rights as owners of equity, to actively participate in corporate management and decision-making. 8. Shareholder apathy A shareholder’s indifference toward corporate operational decisions—a manifestation of the collective action problem among shareholders. 9. Dead hand pill A special form of ‘poison pill’ that permits only the target company’s incumbent directors (at the time the pill is triggered) to redeem it; however, this mechanism has been ruled invalid by the Delaware courts. 10. No hand pill A special form of ‘poison pill’ under which the target company’s board is prohibited from redeeming the pill for a specified period following a change in control; this mechanism has also been ruled invalid by the Delaware courts. 11. Flip-in pill A type of poison pill that entitles target company shareholders to purchase additional shares of the target company’s stock at a discount. 12. Flip-over pill A type of poison pill that entitles target company shareholders to purchase shares of the acquirer’s stock at a discount. 13. Golden parachute A severance compensation plan for senior corporate executives. 14. Crown jewel Also known as ‘asset lock-up’: a provision in an acquisition agreement permitting the acquirer to purchase certain (key) assets of the target company at a predetermined price if the acquisition fails. 15. Stock lock-up A provision in an acquisition agreement permitting the acquirer to purchase a specified percentage of the target company’s equity at a predetermined price if the acquisition fails. 16. Asset purchase A transaction in which the acquirer purchases the target company’s assets—not its equity. In an asset purchase, the acquirer does not automatically assume liability for the target company’s debts. 17. Junk bond Also known as ‘high-yield bond’: a high-risk bond that is either unrated or rated below investment grade. 18. Revlon rule A standard established by the Delaware courts in the Revlon decision for reviewing corporate decisions to sell the company or its control, requiring the board to seek the highest possible price for shareholders. 19. Qui tam A legal mechanism that rewards whistleblowers with a portion of penalties imposed for violations they report. 20. Misappropriation theory A theory treating securities trading based on misappropriated confidential information as insider trading. 21. Tipper A person who discloses material nonpublic information to another. 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 to regulate tender offers. 24. Merger arbitrage An arbitrage strategy exploiting price discrepancies in the target company’s stock before and after an announced merger or acquisition. 25. Blockholder An external investor holding a substantial percentage of a company’s shares—typically subject to public disclosure requirements. 26. Agency cost

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Thoma Bravo Sells Majority Stake in Construction Software Maker Command Alkon to Francisco Partners

Aug 4, 2026

Francisco Partners agreed to acquire a majority stake in Command Alkon from Thoma Bravo, valuing the construction software firm at up to $1.3 billion. Heidelberg Materials, a major cement and aggregates producer, retains its significant minority position in the deal.

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Thoma Bravo Sells Majority Stake in Construction Software Maker Command Alkon to Francisco Partners

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