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 Massachusetts, mergers and acquisitions (M&A) are governed by both state statutes and federal law. Under Massachusetts law, particularly the Massachusetts Business Corporation Act (M.G.L. Chapter 156D), the process for M&A is outlined, including the requirements for approval by the board of directors and shareholders, as well as the necessary filings with the Secretary of the Commonwealth. An acquisition can take various forms, such as purchasing assets, stock, or equity interests, and may result in the target company operating independently or being absorbed. In a merger, two companies combine to form a new entity, with the resulting company inheriting the rights and obligations of the original entities. Both processes are subject to regulatory scrutiny to ensure compliance with antitrust laws and to protect shareholder interests. Companies may also need to adhere to federal regulations, such as the Hart-Scott-Rodino Antitrust Improvements Act, which requires companies to file with the Federal Trade Commission and the Department of Justice for transactions that meet certain size thresholds, allowing for a review of the potential impact on competition.