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 Minnesota, mergers and acquisitions (M&A) are governed by both state statutes and federal law. Under Minnesota law, particularly the Minnesota Business Corporation Act (Chapter 302A of the Minnesota Statutes), the process for mergers and acquisitions is outlined, including the requirements for approval by the board of directors and shareholders, as well as the necessary filings with the Secretary of State. An acquisition can take the form of a purchase of stock, equity interests, or assets. Depending on the structure of the acquisition, the acquired company may continue to operate independently, or it may be completely absorbed by the acquiring entity. In a merger, two companies combine to form a new entity, and this process also requires the approval of the board of directors and shareholders of each company involved. The new entity assumes all rights and obligations of the merging companies. Federal laws, including antitrust laws enforced by the Federal Trade Commission and the Department of Justice, also apply to M&A to prevent anti-competitive practices. Attorneys specializing in corporate law can provide guidance on the specific legal requirements and help navigate the complex regulatory landscape of M&A transactions.