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 New York, mergers and acquisitions (M&A) are governed by both state and federal laws. Under New York law, particularly the New York Business Corporation Law (NYBCL), various provisions outline the procedures and requirements for mergers and acquisitions. An acquisition occurs when one company takes over another and may involve the purchase of stock, equity interests, or assets. The acquired company may continue to operate independently, or it may be fully integrated into the acquiring company. A merger, in contrast, is the fusion of two or more companies into a new entity, with one company typically surviving and the other(s) ceasing to exist. The NYBCL requires approval from the board of directors and, in most cases, a vote by the shareholders of each corporation involved in the merger or acquisition. Additionally, certain filings with the New York Department of State are necessary to effectuate the transaction. 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. It is advisable for companies to consult with an attorney to navigate the complex legal landscape of M&A to ensure compliance with all applicable laws and regulations.