Summer 2009 URG MBA Program Chapters 15-17. M & A – Mergers and Acquisitions Classic Mergers Triangular Mergers Subsidiary is formed specifically for.

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Presentation transcript:

Summer 2009 URG MBA Program Chapters 15-17

M & A – Mergers and Acquisitions Classic Mergers Triangular Mergers Subsidiary is formed specifically for merger Creates a legal corporate “veil” Reverse triangular merger is the opposite From last week: tc _5587.htm

Sale and Acquisition of Assets Preservation of legal entity Selective transfer of assets Proceeds remain in the company Negotiated Inapplicability of the securities law No direct effect on management Management Strategy is in place from both sides

Payment of Merger or Acquisition Cash for shares Cash for assets Stock for stock Stock for assets Price must be determined (biggest sticking point) Stock based payment is cheap and has tax advantages

Summer 2009 URG MBA Program Chapter 18

Bankruptcy Chapter 7 – Company is liquidated Assets are sold Investors enjoy a priority over others Chapter 11 Company reorganizes Payment of debt is halted until reorganization is complete Free ticket from bills for a period of time while income continues—what a deal

Dissolution Different states have different rules Accounting changes Sales change, etc. Delay of shareholder distribution could be up to 210 days