Most M&A transactions are material to the parties involved, and public disclosure that a deal is in the offing can have profound effects on a company’s operations, ranging from employee attrition to loss of confidence by commercial counterparties. Of course, for public companies, exploration of strategic alternatives may constitute material nonpublic information implicating Regulation FD (which […]
Category Archives: M&A Process
What are the main features of public company M&A?
A few years ago, I gave a training webinar on public company M&A with my close friend Roger W. Bivans, a Partner with Baker & McKenzie in Dallas. This offers a fairly comprehensive treatment of the subject. However, it hasn’t been updated to reflect any changes in the law since its original publication date so be careful […]
Fiduciary Duties: Minority Shareholder Rights
Officers, directors, managers, controlling stockholders and other control persons of corporations and other entities frequently have responsibilities to minority owners set forth in their companies’ organizational documents (charters, bylaws, operating agreements, etc.). For example, a control person may be required to give investors access to a company’s books and records. In addition, state law imposes […]
Introduction to M&A Transaction Structure
The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations.* A thorough examination of the subject could fill a book. That said, below is a brief overview of the most common transaction structures—stock purchase, asset purchase, negotiated merger and two-step merger—along with some advantages and disadvantages of each. […]
Private M&A Transaction Process
In this first part of a two-part series on the subject, I will discuss the typical private M&A transaction process. (Private M&A refers to a transaction where the shares of the target company are not traded on a securities exchange.) In the second part, I will discuss the timeline for a typical negotiated public M&A deal. Step […]