Classnotes Mergers and Acquisitions

Classnotes Mergers and Acquisitions - Mergers and...

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Mergers and Acquisitions Friendly M & A: These all require the approval of the respective Boards of Directors and majority vote of the shareholders of each corporation. 1. Mergers: one corporation is absorbed by another and ceases to exist. 2. Consolidations: two or more corporations combine to form an entirely new corporation. Rare in today’s world. 3. Share Exchanges: one corporation (the parent corp.) acquires all the shares of another corporation (the subsidiary corp.) by exchanging its shares for the shares held by the subsidiary corp’s shareholders. 4. Sales of Assets: one corp sells substantially all of its property to another. The shareholders are left with the profits of the sale. Tender Offers Tender Offers : If the Board of Directors of the target corporation does not approve of the friendly merger/acquisition, the offeror can make a direct offer to the target’s shareholders to purchase their stock. These are often called “hostile tender offers” and, if successful, “hostile takeovers.” The Williams Act:
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Classnotes Mergers and Acquisitions - Mergers and...

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