Breakup Fee

  

A deal-ending friction penalty incurred by a party for withdrawing from an agreement, intended to serve as a deterrent by inflicting significant financial harm.

That is, the seller wants the deal to happen, so the buyer pays a big fee if it doesn’t.

Why might this happen? Like...Shmoogle (a behemoth) wants to buy Shmeikle (a tiny company). Both are in the same industry, but Shmeikle is worried that the Justice Department might outlaw the sale based on Sherman Act/anti-monopoly/anti-trust rules. Having “sold out to The Man,” Shmeikle’s business would have been harmed, as its distribution network of hippies would have all viewed the company differently...than the hippie hipster image it held before selling out. So they needed to have enough cash from Shmoogle to make up for the damage.

See also: Alimony. The ironically named “Two Girls, One Shuck Co.” is an oyster catering company that employs hundreds of women serving thousands of bi-valves each year. In an effort to diversify, the company enters an agreement to purchase Mike’s Mussels, Inc.

The girls’ lawyer, Dr. Ernie “Big E” Ville, insists on including a provision with a breakup fee of one million dollars to dissuade Mike from wasting their time by looking around for a more attractive suitor.

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Finance: What is Activist Investing?11 Views

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Finance allah shmoop what is activist investing Welshman gigi foot

00:08

massagers has been around forever great grandpappy elmo spanish for

00:14

the mo sold them to the u s army after

00:16

long marches through the r den in the first world

00:19

war Teo you know end all wars The soldiers then

00:23

bought them when they got home and consumers followed suit

00:26

with company was so successful that it didn't need to

00:30

be all that efficiently run It went public in nineteen

00:33

sixty five and was a good stock for a while

00:36

Then in the early nineteen nineties the company didn't adapt

00:40

to the new world of internet distribution and robot manufacturer

00:44

so the stock languished It remained the same price in

00:48

nineteen ninety five that it was some two plus decades

00:51

later Well during that same period the overall stock market

00:54

went up almost five hundred percent and shmoop gigi's primary

00:58

competitors P eta terrible went up eight hundred percent stealing

01:02

loads of market share from schmidt ge whose product was

01:06

now ah define a ble inferior Well since this company

01:10

was public and largely now owned by the public the

01:14

public had the right to have a say in how

01:16

the company was managed Endless angry letters were sent to

01:20

the ceo elmo the fourth jr a direct descendant of

01:24

happy elmo the founder Those letters were ignored more letters

01:29

followed to the board and they were ignored as well

01:32

Then finally a set of activist investors decided it was

01:36

time to step in Ironically on comfortably massage feet courtesy

01:41

of shmoop gigi well the activist investors simply coalesced all

01:44

of the common stock shares they could find you know

01:48

identifying who owned him and said hey can you vote

01:50

with us And when the next board election came where

01:53

three of the eleven director seats were to be voted

01:57

on while the activist investors elected their own slate or

02:00

group of directors who would begin to force the company

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to behave more like a shareholder friendly profit seeking company

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instead of ah make work project for the progeny of

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pappy elmo to simply take a salary and make tens

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of thousands of sore feet relatively happy In fact the

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activism here was pretty common in situations like this fat

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companies who didn't streamline and adapt but who still had

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pretty good brand names were out there And while there's

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a whole qadri of lawyers who do little other than

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chase companies earning twenty cents a share when they should

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be earning a dollar a share for share holders like

02:38

that's who they work for shareholders Activist investing has become

02:41

so common that it is almost an industry or investment

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category or strategy unto itself now and that's A good

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