Freeze out

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Freeze out

The action of pressurizing shareholders with relatively minor amounts of stock to sell their shares after a takeover.
Copyright © 2012, Campbell R. Harvey. All Rights Reserved.

Freeze Out

1. In an acquisition, a provision in a charter allowing the acquiring company to buy out all minority shareholders in the target company for a fair price for a limited period of time. The freeze out provision usually lasts from two to five years following the acquisition.

2. A situation in which the majority shareholder(s) of a company pressure minority shareholders to sell their holdings. For instance, majority shareholders may conduct a freeze out by completely shutting minority shareholders out of the decision making process or by withholding pertinent (but not legally required) information.
Farlex Financial Dictionary. © 2012 Farlex, Inc. All Rights Reserved
References in periodicals archive ?
ways above and beyond conducting a freeze-out. For example, the
The prevalence of freeze-out and closely held corporation fact
outside the freeze-out and closely held corporation contexts.
(35) Specifically, Weinberger's entire fairness requires fair dealing for a freeze-out merger, but Delaware's short-form merger statute does not require any dealing whatsoever on the part of the parent.
such as a reasonable shareholder would consider important in deciding whether to sell or retain stock." (44) For example, in Weinberger, the court found important both an internal memorandum discussing merger synergies (45) and a report stating that the freeze-out would be a good investment up to $24 per share (instead of the offered $21 per share).
Looking to the legislative intent behind the short-form merger statute, the court concluded that a standard of entire fairness would thwart the legislature's goal of establishing a quick freeze-out process for parents who hold at least 90 percent of a subsidiary.
The chemical freeze-out relates to the equilibrium between different flavors.
We have tabulated above the different values of chemical potentials obtained in our previous papers [1,13-17] for different center-of-mass energies, as shown in Table 1, by using our unified statistical thermal freeze-out model.
In order to reproduce the variation of various particle ratios, at all possible energies up to the LHC, we need to obtain the dependence of the chemical potential and the chemical freeze-out temperature on the collision energies.
Having established that a freeze-out triggered intensive judicial review of the transaction's fairness, the court went on to delineate the terms of that review.
In a class action under the Weinberger standard, however, the price exposure extends to all shares acquired through the freeze-out merger without the need for shareholders to take any action at all.
Public investors do not receive "equal" treatment in freeze-outs by an existing control shareholder because the power of control shareholders to freeze out minorities is well established and the fairness of the terms are not subject to ready monitoring when the value of the newly privatized firm is not observable.