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 Connecticut, mergers and acquisitions (M&A) are governed by state statutes, particularly the Connecticut Business Corporation Act, as well as federal law and regulations where applicable. An acquisition occurs when one company takes over another and becomes the new owner. The acquired company may still operate independently, or it may be completely integrated into the acquiring company. In contrast, a merger is when two companies combine to form a new entity, with both companies ceasing to exist in their previous forms. The process of M&A in Connecticut involves various legal considerations, including due diligence, negotiation of terms, regulatory approvals, and the protection of shareholders' interests. The Connecticut Secretary of State's office handles the administrative aspects of M&A, such as filing the necessary documents. Additionally, federal laws, including antitrust regulations enforced by the Federal Trade Commission and the Department of Justice, may also apply to ensure that the transaction does not create an unfair competitive advantage.