greenmail

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greenmail,

payment, by a corporation that is a takeover target, of a premium price for the shares of its stock that have been accumulated by the potential buyer. In exchange, the potential buyer stops the takeover bid.

Greenmail

When companies threaten to close or relocate (often to another country) if they are forced to comply with environmental laws.

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The bulk of the aggressive moves have come from the so-called Kaishime or greenmailers. Trafalgar-Glenn, a small UK/US partnership, established one route for doing this in 1984 when it bought up Minebea's convertible bearer bonds in Switzerland and then showed up in Tokyo with the equivalent of 25 percent of Minebea's equity.

Allying for advantage

CNS also threatened to commence a cash tender offer at a "significantly lower price' which was interpreted by Aloha as potential "greenmail.' (Greenmailers acquire stock in a company and then sell it back at a profit in return for abandoning their takeover attempt.) Just about this time, Aloha shareholder Burton Knapp, a New York attorney, filed a class-action suit charging that the directors violated their fiduciary duties by not considering the CNS merger proposal (this suit was later settled for attorney's fees of up to $60,000 and $5,000 in expenses).

A private Aloha

News surrounding our industry today is laced with an ever-broadening lexicon, which includes friendly and hostile takeovers, mergers and acquisitions, leveraged buyouts, invaders, white-knights, greenmailers, and the list goes on.