Jul 4, 2013 13:23
10 yrs ago
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Italiano term

Azioni del corrispettivo

Da Italiano a Inglese Legale/Brevetti Legale: Contratti Mergers and acquisitions contract
This phrase comes from part of a merger contract:

Ai sensi dei termini della Fusione, gli Azionisti di XXX avranno diritto all'assegnazione di un numero totale di Azioni ordinarie di XXX pari a 100 000 ( le **"Azioni del corrispettivo"**) nelle proporzioni stabilite di seguito sulla base del seguente rapporto....

Discussion

philgoddard Jul 4, 2013:
So the shareholders in the Italian firm being taken over will receive shares in the UK company carrying out the acquisition. Thanks for the clarification!
HJT Translation (asker) Jul 4, 2013:
The XXXs are simply the names of the respective companies (the former is the Italian firm and the latter the UK firm, which is taking over the Italian firm).
philgoddard Jul 4, 2013:
Thanks. But I'm still not sure what the XXXs represent in the original sentence you posted.
HJT Translation (asker) Jul 4, 2013:
Some additional context might help here...although the contract describes it as a merger it seems to be a takeover of an Italian firm by a UK firm: "La Fusione è intesa come una fusione per incorporazione in virtú della quale, XXX (the Italian firm), in qualità di società cedente, cederà le proprie attività e passività a XXX (UK firm) in qualità di società cessionaria, e XXX (Italian firm) sarà sciolta senza messa in liquidazione."
philgoddard Jul 4, 2013:
I'm not really clear why they're receiving these shares or what XXX represents (the new company?), but how about "consideration"?

Proposed translations

7 ore
Italiano term (edited): "Azioni del corrispettivo"
Selected

share consideration

You do need to translate "share" here. This is "share consideration" and not "cash consideration" or any other type of consideration and the author wants this to be clear. Also having defined the term here he/she is probably use the term elsewhere in the text where it might not be clear. The "proporzioni stabilite di seguito" will be the "exchange ratio". The UK firm is exchanging (swapping) its own shares for shares in the merged Italian firm, it is buying it and paying with its own shares, not with cash and not with anything else.

This is a very common term in the context of mergers:

https://www.google.com/search?source=ig&rlz=&q=merger "share...


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4 KudoZ points awarded for this answer. Comment: "Thanks Jim"
12 min

shares of the compensation

... or of the amount due
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2 ore

consideration

See the discussion entries for the full context.

In consideration for the assets of the Italian company being taken over, its shareholders are receiving shares in the UK company carrying out the acquisition.

You don't need to translate "azioni del" because it says earlier in the sentence that the consideration consists of shares, so it would just be repetition.
Peer comment(s):

neutral James (Jim) Davis : If you want to add that "share" is really important, ...// The author is defining the term here. You can't abbreviate it saying half of it is clear from the definition. It is only two words in English. Said that this is a real (not polite) neutral.
4 ore
I think you're nitpicking. It would be important if there were also a cash consideration, but we don't have any evidence of that.
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