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 Alabama, mergers and acquisitions (M&A) are governed by both state statutes and federal law. Under Alabama law, specifically the Alabama Business Corporation Act, a merger involves the combination of two or more companies into a single entity, with one company surviving and the other(s) ceasing to exist. The surviving company assumes all assets and liabilities of the merged company. An acquisition in Alabama typically involves the purchase of a company's stock, equity interests, or assets. The acquired company may continue to operate independently, or it may be fully integrated into the acquiring company. Both processes require compliance with various legal requirements, including approval by the board of directors and shareholders of the involved companies, filing appropriate documents with the Alabama Secretary of State, and adhering to antitrust laws and other regulations to ensure fair competition. It is advisable for companies to consult with an attorney to navigate the complex legal landscape of M&A transactions.