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 Ohio, mergers and acquisitions (M&A) are governed by state statutes, particularly the Ohio Revised Code (ORC), as well as federal law. An acquisition occurs when one company, the acquirer, purchases the stock, equity interests, or assets of another company. Post-acquisition, the acquired company may continue to operate independently or may be integrated into the acquiring company. Mergers, in contrast, involve the combination of two companies to form a new entity. The ORC outlines the procedures and requirements for both mergers and acquisitions, including approval by the board of directors and shareholders, filing of necessary documents with the Ohio Secretary of State, and adherence to antitrust laws to prevent unlawful monopolies. Additionally, federal regulations, such as those enforced by the Securities and Exchange Commission (SEC) and compliance with the Hart-Scott-Rodino Antitrust Improvements Act, are crucial in M&A transactions to ensure proper disclosure and to maintain fair competition.