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Securities as Consideration

Learn about the securities registration requirements that apply upon the sale or transfer of a company’s stock.

Transcript

For most M&A transactions, the consideration paid will consist of cash, stock, or a combination of the two. When the consideration consists, even in part, of stock or other securities, federal securities law applies.

I. Securities Registration

Section 5 of the Securities Act of 1933 requires every offer and sale of a security to be either registered with the Securities and Exchange Commission or qualify for an exemption from registration under federal securities law. Under the act, the term...

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