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 Oregon, mergers and acquisitions (M&A) are governed by state statutes, particularly the Oregon Business Corporation Act, as well as applicable federal laws. An acquisition occurs when one company, the acquirer, purchases the stock, equity interests, or assets of another company. Post-acquisition, the target company may continue to operate independently or may be integrated into the acquiring company. In contrast, a merger typically involves the combination of two companies to form a new entity, with shareholders of the merging companies often receiving shares in the new company. The process of M&A in Oregon requires adherence to legal procedures, including the approval of the board of directors and shareholders of the involved companies, filing appropriate documents with the Oregon Secretary of State, and ensuring compliance with antitrust laws and other regulatory requirements. It is advisable for companies to consult with an attorney to navigate the complex legal landscape of M&A transactions.