Mergers & Acquisitions
A merger or large acquisition is a significant event in the life of a company. Mergers and Acquisitions in the United States are governed by a multiple regulatory regime, including state corporation laws, Federal securities laws (primarily, the Securities Act of 1933 and the Securities Exchange Act of 1934) and tax considerations. The three primary types of M&A transactions are: (1) a merger, which is the combination of two separate entities under state law; (2) “stock deals,” which involve the purchase of of the equity of a business; and (3) “asset deals,” which involve the purchase of a business’s assets. The chosen structure will impact the tax treatment of the deal as well as issues such as the assumption of liabilities and the need for third party consents.
In addition to choosing the correct structure, fully vetting the target company to identify all potential assets, liabilities and impediments to transfer is essential. This is done through the due diligence process.
Douglas Park is an experienced transactional attorney who has worked on numerous purchase agreements. Douglas Park Law can you help you review, structure, document and negotiate any potential transaction you may be considering.