Mergers and Acquisitions

Mergers and Acquisitions Summary

When considering transactions based in Mergers & Acquisitions, Think Legal, P.C. provides legal counsel in the choice of the transaction, which, after balancing all the factors, is most beneficial to its client. Factors considered include, without limitation, tax consequences, the ability to transfer contracts and assets, the accrued, contingent, and possible liabilities, and how these liabilities might be excluded or reduced, the legal, accounting, and filing costs of completing the transaction. Each transaction is examined and analyzed against the client’s specific needs and requirements.

For more information about the Mergers & Acquisitions, Think Legal, P.C., can help complete for you; please contact us for a consultation with an M&A attorney.

Mergers & Acquisitions Details

Although not inclusive of all transactions for Mergers & Acquisitions, Think Legal, P.C., handles for its clients, the following table summarizes some factors to be considered for mergers, asset sales, and stock sales:

FactorMergerAsset SaleStock Sale
Corporate Approval and Dissenters’ RightsDirectors and Shareholders of Acquiring Company and Target CompanyDirector and Shareholders of Seller
(and Buyer for Reorganizations)
Directors of Buyer
(and Shareholders of Buyer for Reorganizations)
Tax-Free Reorganization with No Basis Step-UpMost Tolerant of Payment Other than Acquiring Company StockPayment Other than Acquiring Company Stock Limited or UnavailableOnly Payment with Acquiring Company Stock Permitted
Taxable Transaction with Basis Step-UpMerger Treated as Assets Transfer; Reverse Merger Treated as Stock TransferSeller Subject to TaxationBuyer Generally Accepts Tax Liability
(Unless Seller Exempt Based Upon Occasional Sale)
Liabilities and Obligations Transferred from Seller to BuyerYesNo
(with some limited exceptions or unless expressly assumed)
Yes
Assignment of Contracts, Leases, and Other RightsYes
(by statute)
NoNo
Minority InterestsNo
(but Dissenters’ Rights)
No
(Unless Reorganization, then Dissenters’ Rights)
No
(Shareholders Not Selling Remain Shareholders)
California Sales TaxNoYes on Tangible Personal Property
(Unless Subject to Occasional Sale or Other Exemptions)
No
Securities ConsiderationsYesGenerally NoYes

The factors listed are not the only factors considered for Mergers & Acquisitions, Think Legal, P.C., undertakes for its clients. All factors must be examined and analyzed, and any and all recommendations by Think Legal, P.C. are subject to negotiation with the other parties to the transaction.

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