Franklin Ohio Checklist of Matters that Should be Considered in Drafting a Merger Agreement

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Merger refers to the situation where one of the constituent corporations remains in being and absorbs into itself the other constituent corporation. It refers to the case where no new corporation is created, but where one of the constituent corporations ceases to exist, being absorbed by the remaining corporation.


Generally, statutes authorizing the combination of corporations prescribe the steps by which consolidation or merger may be effected. The general procedure is that the constituent corporations make a contract setting forth the terms of the merger or consolidation, which is subsequently ratified by the requisite number of stockholders of each corporation.

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FAQ

The Seven-Step Process: Mergers & Acquisition Determine Growth Markets/Services:Identify Merger and Acquisition Candidates:Assess Strategic Financial Position and Fit:Make a Go/No-Go Decision:Conduct Valuation.Perform Due Diligence, Negotiate a Definitive Agreement, and Execute Transaction:

The merger & acquisition process is very complex, yet can be broken down into four phases: due diligence, agreement, integration, and value attainment.

Pre-transaction success factors The right partner. Trust between the parties. Due diligence en good valuation. Experience from previous mergers and acquisitions. Communication before the execution of the merger or acquisition. Quality of the plan. Execution of the plan. Swiftness of integration.

Below are typical due diligence questions addressed in an M&A transaction: Target Company Overview. Understanding why the owners of the company are selling the business Financials.Technology/Patents.Strategic Fit.Target Base.Management/Workforce.Legal Issues.Information Technology.

5 tips to manage the impact of mergers and acquisitions on employees Keep employees informed during the merger and acquisition process.Create and share your transition plan.Align company culture.Unify organization objectives and goals.Be positive.

5 Types of Company Mergers Conglomerate. A merger between firms that are involved in totally unrelated business activities.Horizontal Merger. A merger occurring between companies in the same industry.Market Extension Mergers.Product Extension Mergers.Vertical Merger.

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.

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.

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.

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Franklin Ohio Checklist of Matters that Should be Considered in Drafting a Merger Agreement