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M&A Laws

Learn about the federal and state laws that regulate M&A activity, including the Securities Act, the Exchange Act, and the Williams Act.

Transcript

Mergers and acquisitions, also known as M&A, is a branch of corporate law focused on the consolidation of two or more companies. Numerous federal and state bodies of law regulate M&A activity, and M&A lawyers must be familiar with these laws to successfully execute transactions.

I. Federal Law

Starting with federal laws—M&A transactions almost always trigger the application of federal securities and antitrust laws.

A. The Securities Act

The Securities Act of 1933, commonly called...

Lessons

    • 1. Welcome to Mergers and Acquisitions
    • Welcome to Mergers and Acquisitions
    2. Introduction to Mergers and Acquisitions
    • M&A Laws
    • Key Players
    • The Decision to Do the Deal
    3. M&A Transaction Structures
    • Statutory Mergers
    • Equity Sales
    • Asset Sales
    • M&A: Tender Offers
    • Tender Offer Rules and Regulations
    • Proxy Contests
    4. The M&A Deal Process
    • Valuation
    • First-Step Agreements
    • Due Diligence
    • Getting the Shareholder Vote
    • The Appraisal Remedy
    5. The Definitive Agreement
    • Price and Consideration
    • Representations and Warranties
    • Covenants, Conditions, and Termination
    6. Securities and Antitrust Considerations
    • Securities as Consideration
    • Securities Registration Exemptions
    • Hart-Scott-Rodino Act
    7. Deciding to Sell and Conflicted Transactions
    • The Decision to Sell
    • Conflicted Transactions
    • Controlling Shareholder Transactions
    8. Defending Against Hostile Takeovers
    • Preemptive Defenses
    • Other Takeover Defenses
    • The Decision to Defend the Company