Mergers and Acquisitions

Chapter 11. Securities and Exchange Commission and Other Regulatory Requirements^[1]

Overview of Regulatory Environment

In the United States, various regulatory bodies have jurisdiction over mergers, acquisitions, and other forms of business combinations, depending on the specifics of the transaction. The determination of what laws and requirements apply is a complex legal matter and must be considered carefully in each and every situation. Some of the more critical requirements are listed next.

• If securities are to be issued or exchanged for public companies, registration statements may need to be filed with the Securities and Exchange Commission (SEC). Also, a proxy statement must be prepared if shareholders need to vote on a possible acquisition or merger. Even if no securities are exchanged, a Form 8‐K current report may be required to be filed. Further, certain filings are required if a tender offer is made to acquire shares of another company.

• If public shares are issued or issuable in an acquisition or merger, a stock listing application usually would have to be filed with the stock exchange on which the company is listed.

• If certain conditions are met, contemplated mergers and acquisitions must be reported to the Federal Trade Commission and the U.S. Department of Justice prior to consummation. Further, the parties to the transaction must wait at least 30 days after reporting before completing the transaction to allow these organizations to consider the related antitrust implications. ...