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Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- 21 Techniques for business combinations
- 22 Governance rules for business combinations
- SUBPART B Companies in groups
- SUBPART C The market for corporate control
- References
- Index
21 - Techniques for business combinations
from SUBPART A - Mergers and acquisitions
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- SUBPART A Mergers and acquisitions
- 21 Techniques for business combinations
- 22 Governance rules for business combinations
- SUBPART B Companies in groups
- SUBPART C The market for corporate control
- References
- Index
Summary
Required reading
EU: Cross Border Merger Directive, art. 2(2)
D: UmwG, § 2
UK: CA 2006, sec. 904
US: DGCL, §§ 251(a), (d), 103(d)
Tools and structures for corporate acquisitions
Transaction structures and protective tools
The essential characteristics of all stock corporations in each of our jurisdictions – a separate legal person owned by shareholders and managed by a central management – lead to like structures for transferring all or part of a company to a new owner. Because the legal person itself owns the corporate assets, and is in turn controlled by votes attaching to its shares, one can gain control of its assets by (a) directly purchasing those assets or (b) purchasing enough stock to control their owner, the company. A third way is also made possible by the laws of each of our three jurisdictions: have one entity “merge” (disappear, be absorbed) into the other or have both entities “merge” into a third entity, in each case by operation of law through a filing with the state, not unlike the way a new corporation is established. This is why we speak of “mergers” and “acquisitions” in the same context – because they are different roads to transferring assets to new control.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 623 - 653Publisher: Cambridge University PressPrint publication year: 2010