What is the difference between a merger and a divestiture?

Divestitures are the flip side of corporate growth involving mergers and acquisitions. Divestiture involves a corporation's sale of one or more of its constituent parts (i.e., a branch, subsidiary or facility) or some or all of its productive assets in an effort to reduce its size.

How do you structure an acquisition deal?

There are generally three options for structuring a merger or acquisition deal:Stock purchase. The buyer purchases the target company's stock from its stockholders.Asset sale/purchase. The buyer purchases only assets and assumes liabilities that are specifically indicated in the purchase agreement.Merger.

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Acquisition Divestiture Merger Agreement Summary

New York Acquisition Divestiture Merger Agreement Summary

Name: New York Acquisition Divestiture Merger Agreement Summary
Brand: US Legal Forms
Rating: 4.58 (264 reviews)

Category:

Corporations - Due Diligence

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Multi-State

Control #:

US-DD0711

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Instant download

Description

This due diligence form is a detailed summary to be completed for each acquisition or divestiture agreement performed within the company regarding business transactions.

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The complete list of due diligence documents to be collectedShareholder certificate documents.Local/state/federal business licenses.Occupational license.Building permits documents.Zonal and land use permits.Tax registration documents.Power of attorney documents.Previous or outstanding legal cases.

After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including:Confidentiality Agreements.Letters of Intent.Exclusivity Agreements.Disclosure Schedules.HSR Filings.Third Party Consents.Legal Opinions.Stock Certificates.More items...

Documents to be submitted by Transferee:Memorandum and Articles of Association. Audited Balance Sheet. Board Resolution for approval and authorization of the Scheme. List of Equity Shareholders.

Divestitures are the flip side of corporate growth involving mergers and acquisitions. Divestiture involves a corporation's sale of one or more of its constituent parts (i.e., a branch, subsidiary or facility) or some or all of its productive assets in an effort to reduce its size.

Key Components of a Strong Merger & Acquisition Communication. As in most aspects of business, communication is a vital key to ensuring your merger or acquisition goes smoothly and is the right move for both companies. Win-Win. Shared Vision/New Identity. Well-Planned. Integration.

It includes a detailed description of the business and its operations, a company summary and overview, financial information, deal structure, etc.

There are generally three options for structuring a merger or acquisition deal:Stock purchase. The buyer purchases the target company's stock from its stockholders.Asset sale/purchase. The buyer purchases only assets and assumes liabilities that are specifically indicated in the purchase agreement.Merger.

8 Step in the Mergers and Acquisitions (M&A) Process#1 Developing Strategy.#2 Identifying and Contacting Targets.#3 Information Exchange.#4 Valuation and Synergies.#5 Offer and Negotiation.#6 Due Diligence.#7 Purchase Agreement.#8 Deal Closure and Integration.

What Are the Steps in the Merger and Acquisition Process?Develop an acquisition strategy. The first thing a buyer needs to do is strategize about how they will pursue an acquisition.Set M&A search criteria.Search for potential target companies.Start acquisition planning.Perform valuation.

Deal structuring consists of determining the acquisition vehicle, post-closing organization, the form of payment, the form of acquisition, legal form of selling entity, and accounting and tax considerations.

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The Manual suggests that merging parties wishing to use a fix-it-first remedy should complete the divestiture and present it to DOJ staff as ... A merger occurs when two separate entities combine forces to create a new, joint organization. An acquisition refers to the takeover of one entity by another.Regulatory Framework. 1. What (if any) merger control rules apply to mergers and acquisitions in your jurisdiction? What is the regulatory authority ... Houston ? London ? Los Angeles ? New York ? Northern Virginia ? Orange CountyTypically, the provisions in the partnership agreement cover those matters ...123 pages Houston ? London ? Los Angeles ? New York ? Northern Virginia ? Orange CountyTypically, the provisions in the partnership agreement cover those matters ... Parties normally seek to include provisions in an agreement that allow forto get to know new management if the other party is acquired or take the risk ... Overview. Successful mergers and acquisitions (M&A) require support from experienced M&A lawyers who can execute the most complex transactions in the face ... Epstein Becker Green's mergers, acquisitions, and divestitures team helps companiesRepresented a New York-based accounting firm in connection with its ... Issues 5124, Issues in a Public Company Merger Agreement, 2010 Emerging IssuesEach party can complete some of its preliminary analysis independently, ... NEW YORK--(BUSINESS WIRE)--Bristol-Myers Squibb Company (NYSE:BMY)of the acquisition, pursuant to the terms of the merger agreement, ... Merger remedies in the US: An overview of the leading casesUS Merger remedies. Jessica K. Delbaum Shearman & Sterling (New York).

New York Acquisition Divestiture Merger Agreement Summary

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