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 Nevada, mergers and acquisitions (M&A) are governed by state statutes, particularly the Nevada Revised Statutes (NRS), as well as applicable federal laws. An acquisition in Nevada occurs when one company, the acquirer, purchases the stock, equity interests, or assets of another company. Depending on the terms of the acquisition, the acquired company may continue to operate independently, or it may be fully integrated into the acquiring company. Mergers, conversely, involve the combination of two companies to form a new entity. The process is regulated under NRS Chapter 92A, which outlines the necessary procedures for approval of mergers, including the requirement for a plan of merger, board of directors' approval, and in some cases, shareholder approval. The specifics of the transaction, such as the rights of dissenting shareholders and the handling of existing obligations, are also addressed in these statutes. Both mergers and acquisitions must comply with federal regulations, including antitrust laws enforced by the Federal Trade Commission (FTC) and the Department of Justice (DOJ), to ensure that the transaction does not create an unlawful monopoly or restrain trade.