Find Lawyers in Martinsburg, West Virginia for Mergers and Acquisitions Law
Michael E. Caryl is a senior partner of Bowles Rice, based in the law firm’s Martinsburg office. His primary areas of practice are tax planning and tax controversy work at all levels — federal, state and local. Mr. Caryl served as West Virginia State Tax Commissioner from 1985 to 1988 and was President of the 12-state Southeastern Association of Tax Administrators, 1987-1988. In 2009, he was named a West Virginia Bar Foundation Fellow. Prior to serving as Tax Commissioner, Mr. Car...
Mergers and Acquisitions Law Definition
Mergers and Acquisitions in the United States are governed by a dual regulatory regime, consisting of state corporation laws (e.g., the Delaware General Corporation Law) and the Federal securities laws (primarily, the Securities Act of 1933 and the Securities Exchange Act of 1934). There are three primary types of M&A transactions: (1) a merger, which is the legal combination of two separate entities under state law; (2) “stock deals,” which is the purchase of a business through the purchase of the owner, or an interest in the owner, of the business; and (3) “asset deals,” which is the purchase of a business through the purchase of assets. Transactions can involve public or private companies, may be on a hostile or friendly basis and may entail acquisition of 100% ownership, a controlling interest, or a minority stake.
The legal environment for the public company merger and acquisition activity in the United States has changed dramatically over the last several years, and the process of change continues apace. M&A lawyers advise their clients to ensure the transaction is in compliance with federal and state laws. We work with our clients to evaluate the strategy and tactical advantage of a friendly versus hostile transaction. M&A lawyers represent their clients in negotiations on the structure of the deal, perform due diligence and assist with the terms of the contract. M&A lawyers’ responsibilities extend beyond merely negotiating the terms of the agreements, but to the entire process by which Board decisions are made. This includes board and management counseling throughout the process on legal obligations, evolving corporate governance standards, and shareholder relations.
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