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Price and Consideration

Learn about the different types of price and consideration terms and how the parties allocate the risk associated with changes in the parties’ stock prices between signing and closing.

Transcript

The definitive agreement, also known as an asset purchase agreement, stock purchase agreement, or merger agreement, depending on the deal structure, is the final, binding contract in an M&A transaction.

The first section of the definitive agreement generally describes the deal’s structure, for example, the type of merger involved, the assets being purchased, or the numbers and classes of stock being transferred. The next section typically focuses on the price and type of consideration.

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Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
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