3 Methods of M&A Deal Structuring
-Asset Deal
-Stock Entity Deal
-Merger Entity Deal
Asset Deal
Buyer purchases assets of target —> choose which assets to acquire
Pro & Con Asset Deal
-Pro: only the assets wanted
-Con: non-transferable assets can’t be acquired
Stock Entity Deal
Acquirer buys majority part of voting right shares —> control targets assets & liabilities
Pro & Con Stock Entity Deal
-Pro: easier than negotiation
-Con: shareholders can be problem
Merger Entity Deals
2 businesses merge —> survivor stays & other company ceases to exist
Forward Merger
-Statutory Merger
-Target merges in purchaser corporation
-Target shares are exchanged for cash / securities
-Purchaser assumes targets liabilities
Conveyance issues
issues arising about the ownership of the assets that are being transferred
Forward Subsidiary Merger
Target merges into the purchaser’s subsidiary
Reverse Subsidiary Merger
-New company formed when purchaser creates subsidiary
-Subsidiary acquires target —> target absors subsidiary
Freezeout
Majority shareholders pressuring minority shareholders to sell their shares
Reverse Merger
Private comopany may go public by merging with an public company
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