T+3 (Trade Date plus Three)

A term used to define the date for settlement of trades as being within three business days of the date of the trade itself. In the context of a registered US public offering, it would mean that shares are issued and money is received three business days after the effective date of a registration statement. T+3 is the norm for most USA and European securities markets, although there is some movement to an even shorter settlement of T+1.

Tag-Along Agreement

A contractual agreement by management stockholders, typically in connection with a venture capital investment, that they will not sell any of their stock in the company without giving the investors the right to participate in the sale with the management sellers pro rata to their holdings. See ‘Bring-Along Rights’ for comparison.

Take-Along Right (also called Co-sale or Take-Along Right)

See ‘Tag-Along Agreement’.

Takeover

Acquiring control of a corporation by stock purchase or exchange, either hostile or friendly.

Takeover Code

See ‘City Code’.

Takeover Panel

The UK regulatory authority responsible for administering the City Code on Takeovers and Mergers. See ‘City Code’ and ‘Takeover Code’.

Tangible Book Value

See ‘Book Value per Share’.

Tax Basis

See ‘Basis’.

Tender Offer

A formal offer to all or a large group of stockholders to purchase their shares on fixed and substantially non-negotiable terms. The party making the offer customarily reserves the right to accept all, none, or a specific number of the shares presented for acceptance. In the USA, tender offers of public companies are regulated under the Securities Exchange Act of 1934. In the UK, tender offers are regulated by the City Code on Takeovers and Mergers and the Panel on Takeovers and Mergers. See ‘Takeover Panel’.

Term Sheet

A short document summarising the principal financial and other terms of a proposed investment. It usually is non-binding, but may impose some legal obligations on the investor and the company. Similar to a letter of intent. See ‘Letter of Intent’.

Termination for Cause

Termination of an employee’s employment with justification, typically defined in some detail.

Thin Market

A market for securities typified by very few bids to buy or sell. Markets may be thin either because there exists a small float or because of a lack of interest in the stock.

Tippee

(USA) A person who receives from someone else material information that has not been made public about a public company. See ‘Tipper’.

Tipper

(USA) A person who informs another person of material information that has not been made public relating to a public company. In the USA, under the Securities Exchange Act of 1934, the tipper is jointly liable with his or her tippee who trades on the basis of the inside information, and is subject to civil penalties of up to the greater of three times the profit gained or loss avoided or $1,000,000, and to criminal penalties of up to 10 years in jail. See ‘Tippee’.

Tombstone

A short printed announcement about a proposed or completed offering of registered securities, usually appearing in the financial section of newspapers or other publications.

Trade Secret

Information, such as a formula, pattern, device, or process that is not known to the public and that gives the person possessing the information a competitive advantage. May sometimes include customer lists, marketing, and/or business plans, and suppliers.

Transfer Agent/Registrar

The agent of a company responsible for the issuing of stock certificates, for the registration of stockholders’ names, and re-registration of new holders when a transfer of stock occurs.

Treasury Stock

Stock that has been reacquired by the issuing company and has not been cancelled and returned to the status of authorised but unissued stock, but instead occupies the status of issued but not outstanding stock. Not applicable in the UK.