As business solicitors we are experienced in the legal and delicate nature of a merger – whether that be advising on the structure, the requirements of the merged business, the duplication of jobs and the effect of employment rights on mergers and the responsibilities of the parties for matters dealt with prior to completion of the merger and post completion merger.
Mergers: equal terms?
Whilst a merger may be viewed as being on equal terms as two businesses of fairly equal size come together, few are actually on equal terms and there is therefore likely to be a dominant party. For this reason the distinction between a merger and an acquisition has become increasingly blurred. The dominant party will ultimately be known as the buyer and like any normal sale and purchase; there will be due diligence to be carried out, a sale contract to be negotiated and warranties, indemnities and disclosure to consider. To avoid any negative conation the parties will however agree to publicize and advertise the deal as a merger. Where the parties are merging on equal terms both businesses will look to transfer the assets and business to the same company in return for the shares in the new company.
Given the nature of the transaction, it is advisable for both parties to seek independent legal advice even if after completion of the merger they keep to one legal team and here at Ironmonger Curtis our business solicitors are available to chat through from the outset your business needs.
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