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…

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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.    …

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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…

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Who are the key M&A deal participants, and what do they do?

Like snowflakes, every M&A deal is unique.  Many deals can be closed with a buyer, a seller and just one lawyer.  At the other extreme, consummating a large, multi-jurisdictional, public merger may involve dozens of parties, from multidisciplinary groups of parties’ own internal personnel to financial advisers, lawyers in various countries and states, environmental, regulatory, human resources…

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What is M&A?

M&A is an acronym for the term “mergers and acquisitions,” which, succinctly put, refers to the purchase outside of the ordinary course of business of the assets or control of another person.  M&A may be consummated through various means, including the direct transfer of assets and liabilities, an acquisition of stock or other ownership interests in…

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