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 Rhode Island, mergers and acquisitions (M&A) are governed by state statutes, particularly under the Rhode Island Business Corporation Act. An acquisition in Rhode Island typically involves one company, the acquirer, purchasing the stocks, equity interests, or assets of another company. Depending on the structure of the acquisition, the acquired company may continue to operate independently, or it may be fully integrated into the acquiring company's operations. In contrast, a merger is a legal process where two companies combine to form a new entity, with one company often surviving and the other dissolving. The process of M&A in Rhode Island requires adherence to specific legal procedures, including the approval of the board of directors and shareholders of the companies involved, filing appropriate documents with the Rhode Island Secretary of State, and compliance with federal regulations such as antitrust laws enforced by the Federal Trade Commission and the Department of Justice. 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.