Mergers and acquisitions (M&A) is the catch-all term used to refer to the different forms for transferring or consolidating ownership of businesses and assets. Although the terms merger and acquisition are used interchangeably, they have different legal meanings. When one company (the acquirer) purchases the stock, equity interests, or assets of another company, the transaction is called an acquisition. Sometimes an acquired company continues to operate independent of the acquirer, and sometimes the acquired company ceases to operate independently and is absorbed by the acquirer. Mergers, on the other hand, are generally the combination of two companies, and result in the formation of a new company.
In Alaska, mergers and acquisitions (M&A) are governed by state statutes, particularly the Alaska Statutes Title 10, which covers corporations and partnerships, as well as federal law. An acquisition in Alaska occurs when one company takes over another, either by purchasing its stock, equity interests, or assets. The acquired company may continue to operate independently, or it may be fully integrated into the acquiring company. A merger, in contrast, involves the combination of two companies to form a new entity. The Alaska Statutes provide the legal framework for how these transactions should be conducted, including the approval process by shareholders, filing requirements with the Alaska Division of Corporations, Business and Professional Licensing, and other regulatory compliance issues. It's important for companies to adhere to these regulations to ensure the legality of the M&A transaction. Companies may also need to consider federal regulations, such as antitrust laws enforced by the Federal Trade Commission (FTC) and the Department of Justice (DOJ), as well as securities laws overseen by the Securities and Exchange Commission (SEC). An attorney with expertise in M&A can provide guidance on both state and federal regulations to ensure compliance throughout the transaction process.