Mergers and Acquisitions
Mergers and Acquisitions
BUSINESS & CORPORATE LAW ATTORNEY - BUSINESS & CORPORATE LAW LAWYER
Businesses of all sizes are bought and sold constantly. In recent years, there's been an explosion in mergers and acquisitions, from start up "dot.com" companies to big corporate juggernauts. In the small business realm, mergers and acquisitions have become a popular way for a business to gain entry into a new market. Rather than go through the trouble of creating and financing a new business, it's sometimes better to buy an existing one.
Changes in the structure and businesses of corporations that effect acquisitions can be accomplished in various ways, the most common of which are by merger, consolidation, exchange of shares and assets sales, and purchases. Aside from statutory restrictions upon monopoly, a new corporation may be as readily created by the union of two or more companies as could individuals unite to form a corporation
In Florida, a merger occurs when one corporation is combined with and disappears (or merged) into another corporation. All mergers are statutory mergers, since all mergers occur as specific formal transactions in accordance with the laws, or statutes, of the states where the companies are incorporated. The post-transaction operations or control of a company has no relevance on whether a merger has occurred or not.
On the other hand, an acquisition is the process whereby the stock of assets of a corporation are acquired by a purchaser. The transaction can take the form of a stock or asset purchase. The difference between an acquisition and a merger is that acquisition is the generic term used to describe a transfer of ownership whereby merger is a distinctive, technical term of a particular legal procedure occurring after an acquisition.
Mergers and acquisitions are usually complex matters, and often they're examined closely by the federal government, particularly the Federal Trade Commission (FTC) and the Department of Justice (DOJ), to make sure that a merger or acquisition doesn't make the market less competitive, that is, reduce consumers' choice in the types of goods and prices for them. At RICE & ROSE, we assist in strategic planning for business transitions, including generational and management transitions, and can often reduce or remove conflicts and disruptions commonly found in such circumstances. In addition, we provide advice, negotiation, and documentation for the successful completion of these major transactions and transitional events. To discuss the specifics of your business transaction with our experienced business law attorneys, please call RICE & ROSE at (386) 257-1222.