In corporate finance, mergers and acquisitions (M&A) are transactions where the total ownership of different business enterprises, other business firms, or their operational units are merged or acquired with other entities. For example, a large corporation buys a small company that produces the material they need to operate their business. The new owner is typically a private individual or a group of private individuals. However, M&As also told About Ed Bagdasarian have also been completed by public companies such as Yahoo! Today, corporations are conducting more M&As than ever before because of the need for lower risk investments and the need to raise additional capital for expansion and new projects.
Merger and acquisitions also allow existing companies to grow and strengthen their operations by combining forces with companies that produce complementary products, services, and/or information technology. This provides the company with a better opportunity to expand into new markets or increase its market share position. As a result of mergers and acquisitions, the combined entity is often able to gain a competitive advantage over the other companies. When larger companies combine with smaller companies, the combined entity usually controls a greater percentage of the market than the smaller companies in the combined entity. Therefore, mergers and acquisitions allow a company to control a larger portion of the marketplace than the smaller companies that were not acquired through a M&A process.
Since mergers and acquisitions require substantial amounts of money, it is imperative that the transaction proceeds will be used in a manner that benefits the overall goals and objectives of the merging entity. In most cases, shareholders vote to approve the transaction. In some instances, a combination of cash and stock may be required. To facilitate the purchase of a controlling interest in another company, financial sponsors, called referred to as “receivable sponsors”, can provide the needed funds. The financial sponsor can be an investor such as a bank or other financially related third party.
In addition to providing the funding required for mergers and acquisitions, financial sponsors also play an important role in the negotiation and signing of purchase agreements between the acquiring entity and the purchasing entity. This is where the experience of legal and financial professionals become very important. A number of complex issues are involved in the process of a merger and acquisition. Therefore, retaining the services of an experienced attorney and business lawyer is advisable.
Another benefit of seeking the help of an attorney is that they have the knowledge and expertise required to guide the transaction through all the necessary legal procedures. For instance, when mergers and acquisition are initiated, the transaction must be in writing. This document must include everything from the name of the new entity involved, to the name of the existing parent company, to the purpose of the acquisition and, most importantly, the anticipated effect on the two companies. In most cases, the intention of the purchaser to acquire control of the other company must be clearly stated in the document. Any contingencies that could arise during the course of the transaction must also be carefully addressed. It is vitally important that these issues be addressed at the time the agreement is executed.
As previously mentioned, there are two key benefits that come with a successful merger and acquisition: the opportunity to increase the size of a business and the potential for increased profitability. However, as the consolidation of two firms occurs, both firms must also focus their attention on how the transaction affects their own future business visions. It is important that the two firms work out a plan for each firm to realize their combined goals and to address any potential issues that may arise in the future.
There are two major types of mergers and acquisitions: buyouts and acquisitions. A buyout is a deal in which one firm purchases another firm. An acquisition occurs when one firm makes an offer to acquire another firm. Both deals require careful analysis and negotiations. Before the process of a merger or acquisition is initiated, all relevant information, such as financial records, tax records, and legal agreements must be examined.
One of the most common types of mergers and acquisitions is a sale of all or part of the assets of the buyer to the acquiring firm. This is referred to as a capital transaction and has the same potential tax implications as any other type of transaction. In addition, all potential dividends must be paid by the acquiring firm. All remaining equity must be sold to the seller under the ownership guidelines set forth in the purchase agreement.