Mergers and Acquisitions

Mergers and Acquisitions Summary

When considering transactions based on mergers & acquisitions, Think Legal, P.C. provides legal counsel in the choice of the transaction, which, after balancing all the factors, is most beneficial to its client. Factors considered include, without limitation, tax consequences, the ability to transfer contracts and assets, the accrued, contingent, and possible liabilities, and how these liabilities might be excluded or reduced, the legal, accounting, and filing costs of completing the transaction. Each transaction is examined and analyzed against the client’s specific needs and requirements.

For more information about the mergers & acquisitions, Think Legal, P.C., can help complete for you; please contact us for a consultation with an M&A attorney.

Mergers & Acquisitions Details

Although not inclusive of all transactions for mergers & acquisitions, Think Legal, P.C., handles for its clients, the following table summarizes some factors to be considered for mergers, asset sales, and stock sales:

Factor Merger Asset Sale Stock Sale
Corporate Approval and Dissenters’ Rights Directors and Shareholders of Acquiring Company and Target Company Director and Shareholders of Seller
(and Buyer for Reorganizations)
Directors of Buyer
(and Shareholders of Buyer for Reorganizations)
Tax-Free Reorganization with No Basis Step-Up Most Tolerant of Payment Other than Acquiring Company Stock Payment Other than Acquiring Company Stock Limited or Unavailable Only Payment with Acquiring Company Stock Permitted
Taxable Transaction with Basis Step-Up Merger Treated as Assets Transfer; Reverse Merger Treated as Stock Transfer Seller Subject to Taxation Buyer Generally Accepts Tax Liability
(Unless Seller Exempt Based Upon Occasional Sale)
Liabilities and Obligations Transferred from Seller to Buyer Yes No
(with some limited exceptions or unless expressly assumed)
Assignment of Contracts, Leases, and Other Rights Yes
(by statute)
No No
Minority Interests No
(but Dissenters’ Rights)
(Unless Reorganization, then Dissenters’ Rights)
(Shareholders Not Selling Remain Shareholders)
California Sales Tax No Yes on Tangible Personal Property
(Unless Subject to Occasional Sale or Other Exemptions)
Securities Considerations Yes Generally No Yes

The factors listed are not the only factors considered for mergers & acquisitions, Think Legal, P.C., undertakes for its clients. All factors must be examined and analyzed, and all recommendations by Think Legal, P.C. are subject to negotiation with the other parties to the transaction.

NOTICE: The information on this website does not constitute legal advice and you should not rely on any information without seeking the advice of a competent attorney licensed to practice in your jurisdiction. This web site is both a communication and/or solicitation as defined by California Rules of Professional Conduct, rule 1-400. For further information, please click here.

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