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42-568: Berkley Books is an American imprint founded in 1955 by Charles Byrne and Frederic Klein owned by the Penguin Group unit of Penguin Random House . Berkley Books began as an independent company in 1955. It was founded as "Chic News Company" by Charles Byrne and Frederick Klein, who had worked for Avon ; they quickly renamed it Berkley Publishing Co. The new name was a coinage, combining elements of their surnames, unrelated to either

84-399: A "loan note alternative" that allows shareholders to take a part or all of their consideration in loan notes rather than cash. This is done primarily to make the offer more attractive in terms of taxation . A conversion of shares into cash is counted as a disposal that triggers a payment of capital gains tax , whereas if the shares are converted into other securities , such as loan notes,

126-551: A change in management. In all of these ways, management resists the acquisition, but it is carried out anyway. In the United States, a common defense tactic against hostile takeovers is to use section 16 of the Clayton Act to seek an injunction, arguing that section 7 of the act, which prohibits acquisitions where the effect may be substantially to lessen competition or to tend to create a monopoly, would be violated if

168-415: A company acquiring another pays a specified amount for it. This money can be raised in a number of ways. Although the company may have sufficient funds available in its account, remitting payment entirely from the acquiring company's cash on hand is unusual. More often, it will be borrowed from a bank , or raised by an issue of bonds . Acquisitions financed through debt are known as leveraged buyouts , and

210-417: A company an easier takeover target. When the company gets bought out (or taken private) – at a dramatically lower price – the takeover artist gains a windfall from the former top executive's actions to surreptitiously reduce the company's stock price. This can represent tens of billions of dollars (questionably) transferred from previous shareholders to the takeover artist. The former top executive

252-768: A high-risk position. High leverage will lead to high profits if circumstances go well but can lead to catastrophic failure if they do not. This can create substantial negative externalities for governments, employees, suppliers and other stakeholders . Corporate takeovers occur frequently in the United States , Canada , United Kingdom , France and Spain . They happen only occasionally in Italy because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often in Germany because of

294-401: A new market without having to take on the risk, time and expense of starting a new division. An acquiring company could decide to take over a competitor not only because the competitor is profitable, but in order to eliminate competition in its field and make it easier, in the long term, to raise prices. Also a takeover could fulfill the belief that the combined company can be more profitable than

336-628: A previous purchase of shares. In particular: The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, though similar provisions still exist in the Companies Act 1985 . There are a variety of reasons why an acquiring company may wish to purchase another company. Some takeovers are opportunistic –

378-469: A public perception that private entities are more efficiently run, reinforcing the political will to sell off public assets. Takeovers also tend to substitute debt for equity. In a sense, any government tax policy of allowing for deduction of interest expenses but not of dividends , has essentially provided a substantial subsidy to takeovers. It can punish more-conservative or prudent management that does not allow their companies to leverage themselves into

420-480: A publicly held asset or non-profit organization undergoes privatization . Top executives often reap tremendous monetary benefits when a government owned or non-profit entity is sold to private hands. Just as in the example above, they can facilitate this process by making the entity appear to be in financial crisis. This perception can reduce the sale price (to the profit of the purchaser) and make non-profits and governments more likely to sell. It can also contribute to

462-399: A publisher is a trade name —a name that a business uses for trading commercial products or services—under which a work is published . Imprints typically have a defining character or mission . In some cases, the diversity results from the takeover of smaller publishers (or parts of their business) by a larger company. In the case of Barnes & Noble , imprints have been used to facilitate

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504-483: A takeover of a company consists of simply an offer of an amount of money per share (as opposed to all or part of the payment being in shares or loan notes), then this is an all-cash deal. The purchasing company can source the necessary cash in a variety of ways, including existing cash resources, loans, or a separate issue of company shares . Takeovers in the UK (meaning acquisitions of public companies only) are governed by

546-416: A takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offers. It can also include shares in the new company. A friendly takeover is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors . Ideally, if the board feels that accepting

588-438: Is seen as "a game holding company with autonomous game publishing and development subsidiaries". Independently-owned game publishers like Devolver Digital also use the word "label" to describe itself. A single publishing company may have multiple imprints, with the different imprints often used by the publisher to market works to different demographic consumer segments . For example, the objective of Viking —an imprint of

630-494: Is the purchase of one company (the target ) by another (the acquirer or bidder ). In the UK , the term refers to the acquisition of a public company whose shares are publicly listed, in contrast to the acquisition of a private company . Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing

672-466: Is then rewarded with a golden handshake for presiding over the fire sale that can sometimes be in the hundreds of millions of dollars for one or two years of work. This is nevertheless an excellent bargain for the takeover artist, who will tend to benefit from developing a reputation of being very generous to parting top executives. This is just one example of a principal-agent problem, otherwise regarded as perverse incentive . Similar issues occur when

714-506: The City Code on Takeovers and Mergers , also known as the 'City Code' or 'Takeover Code'. The rules for a takeover can be found in what is primarily known as 'The Blue Book'. The Code used to be a non-statutory set of rules that was controlled by city institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from city services run by those institutions, it

756-399: The Penguin Group —is "[t]o publish a strictly limited list of good nonfiction, such as biography, history and works on contemporary affairs, and distinguished fiction with some claim to permanent importance rather than ephemeral popular interest". This publishing -related article is a stub . You can help Misplaced Pages by expanding it . Corporate takeover In business, a takeover

798-525: The Playboy list was eventually absorbed into Berkley, while the Jove and Ace lists have continued as distinct imprints. Following its publication (1985) of the paperback reprint edition of Tom Clancy 's  The Hunt for Red October , Berkley Books became increasingly interested in publishing military combat fiction and technothrillers ; its publicity campaigns at military bases contributed to

840-443: The acquiring company makes a public offer at a fixed price above the current market price . An acquiring company can also engage in a proxy fight , whereby it tries to persuade enough shareholders, usually a simple majority , to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer or dawn raid , to effect

882-581: The company's profitability appear temporarily poorer, or simply promote and report severely conservative (i.e. pessimistic) estimates of future earnings. Such seemingly adverse earnings news will be likely to (at least temporarily) reduce the company's stock price. (This is again due to information asymmetries since it is more common for top executives to do everything they can to window dress their company's earnings forecasts.) There are typically very few legal risks to being 'too conservative' in one's accounting and earnings estimates. A reduced share price makes

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924-540: The company's stock and, in doing so, get enough votes to replace the board of directors and the CEO . With a new agreeable management team, the stock is, potentially, a much more attractive investment, which might result in a price rise and a profit for the corporate raider and the other shareholders. A well-known example of a reverse takeover in the United Kingdom was Darwen Group 's 2008 takeover of Optare plc . This

966-399: The company. A takeover is considered hostile if the target company's board rejects the offer, and if the bidder continues to pursue it, or the bidder makes the offer directly after having announced its firm intention to make an offer. Development of the hostile takeover is attributed to Louis Wolfson . A hostile takeover can be conducted in several ways. A tender offer can be made where

1008-402: The debt will often be moved down onto the balance sheet of the acquired company. The acquired company then has to pay back the debt. This is a technique often used by private equity companies. The debt ratio of financing can go as high as 80% in some cases. In such a case, the acquiring company would only need to raise 20% of the purchase price. Cash offers for public companies often include

1050-417: The hostile bidder's threat to the target company. A well-known example of an extremely hostile takeover was Oracle's bid to acquire PeopleSoft . As of 2018, about 1,788 hostile takeovers with a total value of US$ 28.86 billion had been announced. A reverse takeover is a type of takeover where a public company acquires a private company. This is usually done at the instigation of the private company,

1092-403: The offer serves the shareholders better than rejecting it, it recommends the offer be accepted by the shareholders. In a private company, because the shareholders and the board are usually the same people or closely connected with one another, private acquisitions are usually friendly. If the shareholders agree to sell the company, then the board is usually of the same mind or sufficiently under

1134-439: The offeror acquired the target's stock. The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder can conduct extensive due diligence into the affairs of the target company, providing the bidder with a comprehensive analysis of the target company's finances. In contrast, a hostile bidder will only have more limited, publicly available information about

1176-470: The orders of the equity shareholders to cooperate with the bidder. This point is not relevant to the UK concept of takeovers, which always involve the acquisition of a public company. A hostile takeover allows a bidder to take over a target company whose management is unwilling to agree to a merger or takeover. The party who initiates a hostile takeover bid approaches the shareholders directly, as opposed to seeking approval from officers or directors of

1218-399: The philosopher George Berkeley or Berkeley, California . Under their editor-in-chief Thomas Dardis, over the next few years Berkley developed a diverse line of popular fiction and non-fiction, both reprints and mass-market paperback originals, with a particularly strong history in science fiction (books of Robert A. Heinlein and Frank Herbert ’s Dune novels, for example). The company

1260-651: The publication of the Herman Rosenblat Holocaust memoir titled Angel at the Fence when it was discovered that the book's central events were untrue. In 2011, Berkley Books launched its ebook imprint InterMix. In September 2012, Berkley Books announced that a trilogy of erotic romance novels by Maya Banks had been acquired for publishing. Her trilogy was described as similar to the Fifty Shades trilogy , featuring three billionaires. In 2015,

1302-406: The purpose being for the private company to effectively float itself while avoiding some of the expense and time involved in a conventional IPO . However, in the UK under AIM rules, a reverse takeover is an acquisition or acquisitions in a twelve-month period which for an AIM company would: An individual or organization, sometimes known as a corporate raider , can purchase a large fraction of

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1344-407: The simple effect of the profitability of the target company being added to the acquiring company's profitability. For example, an acquiring company may decide to purchase a company that is profitable and has good distribution capabilities in new areas which the acquiring company can use for its own products as well. A target company might be attractive because it allows the acquiring company to enter

1386-444: The sister paperback group New American Library was merged into Berkley. In April 2015, Berkley Books signed the self-published author Jasinda Wilder . In January 2016, Berkley was merged into Penguin's Putnam/ Dutton . Ivan Held replaced Leslie Gelbman as president of Berkley Books. In 2020, Berkley Books announced two new horror books by Grady Hendrix . Its major authors have included: Imprint (trade name) An imprint of

1428-754: The success of its reprint edition of Dale Brown 's  Flight of the Old Dog .[2] The Penguin Group ;purchased Putnam in 1996. When Penguin merged with Random House in 2013 to form  Penguin Random House , Berkley was integrated with the larger paperback line New American Library ; the Berkley name was retained for that whole program, which is part of PRH's Penguin Adult group, and publishes in mass-market paperback, trade paperback, and hardcover formats. In December 2008, Berkley cancelled

1470-425: The target company available, rendering the bidder vulnerable to hidden risks regarding the target company's finances. Since takeovers often require loans provided by banks in order to service the offer, banks are often less willing to back a hostile bidder because of the relative lack of target information which is available to them. Under Delaware law, boards must engage in defensive actions that are proportional to

1512-434: The target company may simply be very reasonably priced for one reason or another and the acquiring company may decide that in the long run, it will end up making money by purchasing the target company. The large holding company Berkshire Hathaway has profited well over time by purchasing many companies opportunistically in this manner. Other takeovers are strategic in that they are thought to have secondary effects beyond

1554-432: The tax is rolled over. A takeover, particularly a reverse takeover , may be financed by an all-share deal. The bidder does not pay money, but instead issues new shares in itself to the shareholders of the company being acquired. In a reverse takeover the shareholders of the company being acquired end up with a majority of the shares in, and so control of, the company making the bid. The company has managerial rights. If

1596-466: The two companies would be separately due to a reduction of redundant functions. Takeovers may also benefit from a principal-agent problem associated with top executive compensation. For example, it is fairly easy for a top executive to reduce the price of their company's stock due to information asymmetry . The executive can accelerate accounting of expected expenses, delay accounting of expected revenue, engage in off-balance-sheet transactions to make

1638-691: The venture of a bookseller into publishing. In the video game industry, some game companies operate various publishing labels with Take-Two Interactive credited as "the father of label" in their case the labels are wholly owned incorporated entities with their own publishing and distributing, sales and marketing infrastructure and management teams and their own respective subsidiaries also incorporated (Rockstar North Limited, 2K Vegas, Inc.). This model has influenced rivals including Activision Blizzard , ZeniMax , Electronic Arts from 2008 to 2018, Warner Bros. Interactive , Embracer Group , and Koei Tecmo . Take-Two have had such models in place since 1997–1998, and

1680-415: Was also an example of a back-flip takeover (see below) as Darwen was rebranded to the more well-known Optare name. A backflip takeover is any sort of takeover in which the acquiring company turns itself into a subsidiary of the purchased company. This type of takeover can occur when a larger but less well-known company purchases a struggling company with a very well-known brand. Examples include: Often

1722-627: Was bought in 1965 by G. P. Putnam's Sons and in years to follow undertook a hardcover line under the Berkley imprint, chiefly but not only for science fiction. For example, Merle Miller ’s Plain Speaking: An Oral Biography of Harry S. Truman (1973), and The Search for J.F.K. by Joan and Clay Blair Jr. (1976) were substantial nonfiction books under that imprint. When Putnam bought  Grosset & Dunlap  and  Playboy Press , the  Jove , Ace  and Playboy Press paperback lists were added to that of Berkley;

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1764-514: Was regarded as binding. In 2006, the Code was put onto a statutory footing as part of the UK's compliance with the European Takeover Directive (2004/25/EC). The Code requires that all shareholders in a company should be treated equally. It regulates when and what information companies must and cannot release publicly in relation to the bid, sets timetables for certain aspects of the bid, and sets minimum bid levels following

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