A corporate merger, by definition, is a combining of corporations in which only one of the corporations survives. Corporate mergers are authorized and governed by the statutes and regulations of the state in which the corporation is formed. Other business entities, such as limited liability companies, can merge as well, but this article will primarily discuss corporate mergers.
This article will provide a brief overview of certain taxable transactions and the ramifications in M&A transactions, including those certain tax-deferred reorganizations under §368 of the Internal Revenue Code. Often, due to the fact that the taxes are deferred under IRC §368, these M&A transactions are referred to as “tax-free.”
Under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), all securities must be registered unless an exemption applies to those securities. This article will give a brief summary of Regulation D and the limited offering exceptions found within it.
Under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), all securities must be registered unless an exemption applies to those securities. Section 3 of the Securities Act, on a very general basis, exempts specific securities from the requirement of registration with the Securities and Exchange Commission (the “SEC”). This article will give a brief summary of the Section 3(a)(11) exemption, sometimes referred to as the “intrastate offering exemption,” as well as its safe harbor, Rule 147.
This article will give a brief overview of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Other federal securities regulations, such as Sarbanes-Oxley, the Trust Indenture Act, the Investment Company Act, and the Investment Advisers Act, will be discussed in Part 2, later.
Many business owners (or prospective business owners) interested in buying or selling a business may often fail to realize the importance of how a merger or acquisition transaction is legally structured. The legal structure of the merger or acquisition of a business can take three forms: (1) an asset purchase transaction; (2) a stock purchase transaction; or (3) a statutory merger. This article will discuss the first two. The structure of each respective form carries with it certain benefits and drawbacks when buying or selling a business; these vary depending upon the competing interests of the purchaser and seller as each party’s objectives vary.
The following article will include some of the ways to approach valuations in the mergers and acquisitions setting, as well as some of their strengths and weaknesses.
The main idea behind any M&A transaction is the creation of value for the shareholders that goes beyond the current value of either company apart from each other, or for one company to gain a market advantage by the acquisition of another company. Through the M&A transaction, the company or companies aim to create a more competitive advantage to their business, while also increasing profits by becoming more cost-efficient or boosting sales.
Looking to start a new corporation and heard there are different types but are not sure what they are? This article summarily explains some key differences in structure, governance, and requirements of: (1) C-Corporations, (2) S-Corporations, (3) Statutory Close Corporations, and (4) Professional Corporations.
If you are looking to start a business, chances are that you have heard of one of the following business entities. This post will cover general details about sole proprietorships, partnerships, limited liability partnerships, limited liability companies, and corporations.