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http://gov.ustarb.us/contact-usWe oversee, regulate and enforce the federal securities laws relating to corporate Takeovers and Acquisitions. We have a responsibility to ensure that all parties involved in any transaction conduct their business in a fair and transparent manner.
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Independence Ave SW,
Washington, DC 20560,
United States
+1 202 795 7257
[email protected] About U.S. TARB
The Takeovers and Acquisitions Regulatory Board is established to promote investor confidence in the securities and capital markets by providing more structure and government oversight. The mission of the Takeovers and Acquisitions Regulatory Board is to protect investors and maintain integrity of the securities industry, overseeing major participants in the industry, including stock exchanges, broker-dealers, investment advisors, mutual funds, and public utility holding companies. The Takeovers and Acquisitions Regulatory Board is concerned primarily with promoting disclosure of important information, enforcing securities laws, and protecting investors who interact with these various organizations and individuals.
Crucial to the Takeovers and Acquisitions Regulatory Board's effectiveness is its enforcement authority. Each year the Takeover and Acquisitions Regulatory Board brings more enforcement actions against individuals and companies that break the securities laws. Typical infractions include insider trading, accounting fraud, and providing false or misleading information about securities and the companies that issue them.
Aside from administering and enforcing federal securities laws in order to maintain fair, honest, and efficient markets, the Takeovers and Acquisitions Regulatory Board has continuously committed itself to disseminating information to the investing public in a timely and efficient manner, one channel of which is through its website that offers the public a wealth of informational resources.
Fighting securities fraud, however, requires teamwork. At the heart of effective investor protection is an educated and cautious investor. While it is the primary overseer and regulator of the securities markets, the works closely with many different institutions, including other federal departments and agencies, the self regulatory organizations, state securities regulators, and various private sector organizations.
Public Information
The U.S. Takeovers and Acquisition Regulatory Board provides you with the latest public service information, including support guides, and special reports, summary of recent enforcements.
The Future of Takeovers and Acquisitions
Beginning in 1980, with President Ronald Reagan's administration, The Standford Elite Regulators and Administration has adjusted its policies to allow more horizontal takeovers and acquisitions. The states have responded by invoking their antitrust laws to scrutinize these types of transactions. Nevertheless, takeovers and acquisitions have increased throughout the U.S. economy, including the health care industry, electric utilities, telecommunications corporations, and national defense contractors.
Takeovers and acquisitions (abbreviated T&A) refers to the aspect of corporate strategy, corporate finance management dealing with the buying, selling, dividing and combining of different companies and similar entities that can aid, finance, or help an enterprise grow rapidly in its sector or location of origin or a new field or new location without creating a subsidiary, other child entity or using a joint venture. The distinction between a "takeover" and an "acquisition" has become increasingly blurred in various respects (particularly in terms of the ultimate economic outcome), although it has not completely disappeared in all situations.
1.Improper documentation and changing implicit knowledge makes it difficult to share information during acquisition.
2.For acquired firm symbolic and cultural independence which is the base of technology and capabilities are more important than administrative independence.
3.Detailed knowledge exchange and integrations are difficult when the acquired firm is large and high performing.
4.Management of executives from acquired firm is critical in terms of promotions and pay incentives to utilize their talent and value their expertise.
5.Transfer of technologies and capabilities are most difficult task to manage because of complications of acquisition implementation. The risk of losing implicit knowledge is always associated with the fast pace acquisition.
Preservation of tacit knowledge, employees and literature are always delicate during and after acquisition. Strategic management of all these resources is a very important factor for a successful acquisition.
Increase in acquisitions in our global business environment has pushed us to evaluate the key stake holders of acquisition very carefully before implementation. It is imperative for the acquirer to understand this relationship and apply it to its advantage. Retention is only possible when resources are exchanged and managed without affecting their independence.
Although often used synonymously, the terms takeovers and acquisition mean slightly different things. The legal concept of a takeover (with the resulting corporate mechanics, statutory takeover or statutory consolidation, which have nothing to do with the resulting power grab as between the management of the target and the acquirer) and the business point of view of a "takeover", which can be achieved independently of the corporate mechanics through various means such as "triangular takeover", statutory takeover, acquisition, etc. When one company takes over another and clearly establishes itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's stock continues to be traded.
In the pure sense of the term, a takeover happens when two firms agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "takeover of equals". The firms are often of about the same size. Both companies' stocks are surrendered and new company stock is issued in its place. However, actual takeovers of equals don't happen very often. Usually, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a takeover of equals, even if it is technically an acquisition. Being bought out often carries negative connotations; therefore, by describing the deal euphemistically as a takeover, deal makers and top managers try to make the takeover more palatable.
A purchase deal will also be called a takeover when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly (that is, when the target company does not want to be purchased) it is always regarded as an acquisition.
Although at present the majority of T&A advice is provided by full-service investment banks, recent years have seen a rise in the prominence of specialist T&A advisers, who only provide T&A advice (and not financing). These companies are sometimes referred to as Transition companies, assisting businesses often referred to as "companies in transition."
The Great Takeover Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated, the vehicle used were so-called trusts. In 1900 the value of firms acquired in takeovers was 20% of GDP. In 1990 the value was only 3% and from 1998–2000 it was around 10–11% of GDP. Companies such as DuPont, US Steel, and General Electric that merged during the Great Takeover Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing technological advances of their products, patents, and brand recognition by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like DuPont and General Electric. These companies such as International Paper and American Chicle, saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. In addition, many of these takeovers were capital-intensive. Due to high fixed costs, when demand fell, these newly-merged companies had an incentive to maintain output and reduce prices, however more often than not takeovers were "quick takeovers". These "quick takeovers" involved takeovers of companies with unrelated technology and different management. As a result, the efficiency gains associated with takeovers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the takeovers were not done to see large efficiency gains; they were in fact done because that was the trend at the time, Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in Great Takeover Movement.
Borrowing to Invest: Understanding Leverage
The Takeovers and Acquisitions Regulatory Board created this guide to help you understand how leverage is used in investing. It is intended as an overview of borrowing to invest. Before you invest with borrowed money, make sure you understand the risks of using a leverage strategy in your portfolio.
What is Leverage?
Leveraged investing is defined as borrowing money to finance an investment. You are familiar with the concept of leverage if you've ever:
•Borrowed money to make additional contributions
•Used a credit line for investing
•Bought securities on margin from an investment dealer
Both individuals and companies use leverage as an investment strategy; a company with a lot of debt is considered highly leveraged. Leverage can be an effective way to boost returns in your investment portfolio, but you should also understand the potential consequences of borrowing to invest.
Leverage magnifies your losses as well as your gains, and you must be able to withstand those losses if you are going to use borrowed money to invest. The leveraged investment should be suitable to your investment goals and objectives and consistent with the "know your client" information that you have provided to your dealer or adviser. It is both your responsibility and your adviser's to ensure that you understand the investment, and are comfortable with the risk level.
Can You Handle the Risk?
Is leverage right for you? Ask yourself these questions:
•Do you understand the risks of borrowing to invest?
•Can you afford to lose the collateral you pledged as security for the loan?
•Do your leveraged investments fit your risk tolerance profile?
•Are you able to comfortably pay back your loan?
•What are the interest and repayment terms of your loan?
•Are you monitoring interest rates and inflation? Do you understand their effects on your return?
•How much money will you lose in your worst-case scenario? Can you afford it?
•Are you aware of the tax consequences that apply to your investment?
Lesson #1: The Secured Investment Loan
John Doe uses $50,000.00 from a bank line of credit to buy stocks. He secures the credit line using his home as collateral. This type of investment is a form of leverage, because John is using borrowed funds to finance his investment in stocks. John hopes that the value of his investment will increase to the point where he earns more from the investment than he is paying toward the interest on the line of credit.
If John's investment decreases in value, he still has to make his monthly line of credit payment at the amount he originally negotiated. If John cannot make his monthly payment, he may have to sell the shares even if they have decreased in value. If the value of the shares does not cover the balance owing, he may be forced to sell his home.
Any asset used as collateral, including your house, can be taken by your creditor to satisfy the debt.
Lesson #2: The Mutual Fund Loan
Larry has $75,000 saved for his retirement, which is five years away. Concerned that his savings will not support his lifestyle, Larry consults with a mutual fund salesperson. He tells Larry that a lender will match the amount of Larry's investment with a $75,000 loan, which he can use to invest in more mutual funds.
According to the salesperson, Larry will easily be able to make the monthly interest payments on the loan by selling a small portion of the mutual funds each month. In this example we assume that fund companies allow 10% of holdings to be sold each year without triggering deferred sales charges.
This strategy will only work if the value of the new mutual funds steadily increases. If the funds decrease, Larry will still have to make the interest payments on the borrowed money. Larry should also realize that the mutual fund salesperson receives a commission check for the initial sale of the funds, and may receive ongoing commission (trailer fees). Larry might also consider whether he wants to go into debt for an investment that can fluctuate in value, considering his approaching retirement.
Investors should always be in a position to be able to pay for investment loans out of cash flow. Closely consider the fees associated with this type of investment. Many investors use leverage in this way to contribute more money and generate a higher tax refund. A common strategy is to use the tax refund to pay off or pay down the loan, decreasing the amount of interest payable.
Advanced Leverage Techniques
Buying on Margin
When you buy securities on margin, you pay for a portion of the value of the securities purchased, and borrow the rest of the money from a registered investment dealer. Under federal securities laws, your investment dealer can only loan you a set of percentage of the value of your investment, known as the maximum loan value. The maximum loan value depends with the type of securities you are buying.
What Are the Risks of Borrowing on Margin?
If the value of your loan exceeds the allowed loan value, the dealer makes a margin call, requesting that you deposit more money into your account to protect the loan. If you cannot meet the margin call, the dealer can sell some or all of your investment, even at a loss, to make up the shortfall.
In times of market decline, margin borrowing can be a quick way to lose money. While you can buy more securities using margin than you could without a loan, you could lose more than what you paid for the investment. You should be prepared to deposit more money on short notice, in order to meet margin requirements in a fluctuating market.
Short Selling
Short selling is a leveraging strategy that lets you take advantage of market declines. If you think the price of a security is going to drop, you can borrow shares of that security from your investment dealer and sell them at the current high price. If the share price falls, you can purchase the shares at the lower price on the open market and "return" the borrowed shares to your dealer. You profit by selling shares at the higher price, and buying at the lower price.
What are the Risks of Short Selling?
You are speculating that the security value will fall, so you can lose money if the value rises instead. Margin requirements for short selling are much higher than typical margin borrowing, because of the risk of using borrowed shares.
When borrowing on margin, understand what your obligations are, and ensure that you can meet those obligations. If you cannot pay the interest or meet a margin call on your account, the investment dealer has the right to sell your securities, even at a loss. It is not a good idea to use short selling unless your cash flow can easily cover potential losses.
Our Mandate
As the name implies the mandate of the U.S. Takeovers and Acquisition Regulatory Board is to oversee, regulator and enforce the federal securities laws relating to corporate Takeovers and Acquisitions (T&A). Secondary to our primary mandate but of no less importance, we interact with the various corporate and legal entities we may encounter during a takeover or acquisition. In addition, we have a responsibility to ensure that all parties involved in any transaction conduct their business in a fair and transparent manner. We believe that good regulation is good for business, when fraud does occur; it damages the integrity of the entire T&A industry, we adopt a policy of strict adherence and interpretation of the appropriate Federal and State legislation's. One of the key trends the U.S. Takeovers and Acquisition Regulatory Board must deal with is the global integration of T&A participants.
U.S. Takeovers & Acquisition Regulatory Board
The Takeovers and Acquisitions Regulatory Board is established to promote investor confidence in the securities and capital markets by providing more structure and government oversight. The mission of the Takeovers and Acquisitions Regulatory Board is to protect investors and maintain integrity of the securities industry, overseeing major participants in the industry, including stock exchanges, broker-dealers, investment advisors, mutual funds, and public utility holding companies. The Takeovers and Acquisitions Regulatory Board is concerned primarily with promoting disclosure of important information, enforcing securities laws, and protecting investors who interact with these various organizations and individuals.
Crucial to the Takeovers and Acquisitions Regulatory Board's effectiveness is its enforcement authority. Each year the Takeovers and Acquisitions Regulatory Board brings more enforcement actions against individuals and companies that break the securities laws. Typical infractions include insider trading, accounting fraud, and providing false or misleading information about securities and the companies that issue them.
Aside from administering and enforcing federal securities laws in order to maintain fair, honest, and efficient markets, the Takeovers and Acquisitions Regulatory Board has continuously committed itself to disseminating information to the investing public in a timely and efficient manner, one channel of which is through its website that offers the public a wealth of informational resources.
Fighting securities fraud, however, requires teamwork. At the heart of effective investor protection is an educated and cautious investor. While it is the primary overseer and regulator of the securities markets, the works closely with many different institutions, including other federal departments and agencies, the self regulatory organizations, state securities regulators, and various private sector organizations.
(202) 795-7257
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