
Charles H. Friedrich, III
Partner
201-896-7031 cfriedrich@sh-law.comPartner
201-896-7031 cfriedrich@sh-law.comMergers and acquisitions can help companies achieve a number of strategic goals, including growth acceleration, improved performance, development of new skills/technology, and elimination of competition. They are also among the most complex business transactions. Before beginning the negotiation process, it is imperative to be well-versed in the merger and acquisition terminology that will be used by the parties and their counsel.
The type of transaction often dictates the legal terminology that is used. In an acquisition, one company acquires all or substantially all of the assets or stock (or other equity interests) in a target company. Whether the target company survives will depend upon whether the transaction is structured as an asset transaction or an equity transaction. In the former, the target company is often dissolved and ceases to exist after the transaction is completed. In the latter, the target company survives under new ownership and control. In a merger of the target company into the acquiring company, the acquiring company acquires all of the assets and liabilities of the target company by operation of law and only the acquiring company survives.
Mergers generally take one of the following forms:
Being able to “talk the talk” allows business owners and managers to more fully participate in M&A transactions. Below are several legal terms that may be used:
This post provides only a brief look at the legal terms that may arise during a merger or acquisition. Prior to entering into any business transaction, it is imperative to work with an experienced attorney who can walk you through the process and answer any questions you may have. Therefore, if you have any questions or if you would like to discuss the matter further, please contact me, Charles Friedrich, at 201-806-3364.
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
If you’re considering closing your business, it’s crucial to understand that simply shutting your doors does not end your legal obligations. Unless you formally dissolve your business, it continues to exist in the eyes of the law—leaving you exposed to ongoing liabilities such as taxes, compliance violations, and potential lawsuits. Dissolving a business can seem […]
Author: Christopher D. Warren
Contrary to what many people think, corporate restructuring isn’t all doom and gloom. Revamping a company’s organizational structure, corporate hierarchy, or operations procedures can help keep your business competitive. This is particularly true during challenging times. Corporate restructuring plays a critical role in modern business strategy. It helps companies adapt quickly to market changes. Following […]
Author: Dan Brecher
Cryptocurrency intimidates most people. The reason is straightforward. People fear what they do not understand. When confusion sets in, the common reaction is either to ignore the subject entirely or to mistrust it. For years, that is exactly how most of the public and even many in law enforcement treated cryptocurrency. However, such apprehension changed […]
Author: Bryce S. Robins
Using chattel paper to obtain a security interest in personal property is a powerful tool. It can ensure lenders have a legal claim on collateral ranging from inventory to intellectual property. To reduce risk and protect your legal rights, businesses and lenders should understand the legal framework. This framework governs the creation, sale, and enforcement […]
Author: Dan Brecher
For years, digital assets operated in a legal gray area, a frontier where innovation outpaced the reach of regulators and law enforcement. In this early “Wild West” phase of finance, crypto startups thrived under minimal oversight. That era, however, is coming to an end. The importance of crypto compliance has become paramount as cryptocurrency has […]
Author: Bryce S. Robins
Earlier this month, the U.S. Supreme Court issued a decision in Ames v. Ohio Department of Youth Services vitiating the so-called “background circumstances” test required by half of federal circuit courts.1 The background circumstances test required majority group plaintiffs pleading discrimination under Title VII of the Civil Rights Act to meet a heightened pleading standard […]
Author: Matthew F. Mimnaugh
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!