M&A and corporate finance glossary

The M&A and corporate finance glossary explains the terms that business owners, management boards, and investors run into when a company is sold or bought: in the sale process and due diligence, in valuation and pricing, in the purchase agreement and the shareholders’ agreement, and when a company’s financial statements are analyzed, it goes public, or it borrows from banks. Each entry gives the English term, its Polish equivalent, and a definition, with links to related entries and to our articles.

Where Polish practice has two sound names for one concept, both are shown, separated by a slash. The glossary is written by the Capital One Advisers team. It now covers ten sections and 381 entries, and more sections are in preparation. Polish version: Słownik M&A i corporate finance.

Sections of the glossary

Deal basics and types (29 entries): deal types, stock and asset purchases, mergers and divisions, acquisitions of control, synergies, and post-merger integration.
Sale process and documents (36 entries): sale readiness, the teaser and information memorandum, offers and the letter of intent, auctions, signing and closing, and advisory fees.
Due diligence (16 entries): types of due diligence, the red flag report, quality of earnings, the request list, disclosures, and clean teams.
Valuation (58 entries): valuation methods, DCF and the cost of capital, multiples, standards of value, premiums and discounts, and NPV and IRR.
Price and settlement (26 entries): net debt, working capital, locked box and closing accounts, earnouts, deferred payments, and payment security.
SPA and risk allocation (23 entries): representations and warranties, indemnities, liability limits, conditions precedent, MAC clauses, and W&I insurance.
Shareholders and investor rights (31 entries): shareholders’ agreements, drag-along and tag-along rights, rights of first refusal, liquidation preferences, anti-dilution protection, and incentive plans.
Financial statements and metrics (48 entries): EBITDA and its normalization, margins, financial statements, cash flow, working capital, return ratios, and dividends.
Stock exchange (55 entries): IPOs and share offerings, the prospectus, the regulated market and NewConnect, tender offers, squeeze-outs, MAR and disclosure duties, and bonds and Catalyst.
Corporate banking (59 entries): business loans, the loan agreement, covenants, security, interest and reference rates, guarantees, letters of credit, and cash pooling.

Entries from A to Z

A B C D E F G H I J L M N O P Q R S T V W Y

A

B

C

D

E

F

G

H

I

J

Joint venture

L

M

N

O

P

Q

R

S

T

V

W

Y

Year to date, YTD

If you are preparing the sale of a company, a valuation, or an investor search, please contact us.