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 South Carolina, mergers and acquisitions (M&A) are governed by state statutes, particularly the South Carolina Business Corporation Act, as well as federal laws and regulations where applicable. An acquisition in SC typically involves one company, the acquirer, purchasing 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 may be integrated into the acquiring company's operations. A merger, in contrast, is the fusion of two companies into a new entity, with both companies' assets and liabilities being combined. The process of M&A in South Carolina requires adherence to specific procedural steps, including the approval of the transaction by the board of directors and shareholders of the involved companies, filing the necessary documents with the South Carolina 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 to ensure that all legal obligations are met and to address any issues that may arise during the process.