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 Tennessee, mergers and acquisitions (M&A) are governed by both state statutes and federal law. Under Tennessee law, specifically the Tennessee Business Corporation Act, mergers and acquisitions are defined and regulated. An acquisition occurs when one company takes over another, and this can be done through 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 companies into a new entity, with one company typically surviving and the other dissolving. Both processes require compliance with various legal requirements, including approval by the board of directors and shareholders of the involved companies, filings with the Tennessee Secretary of State, and adherence to antitrust laws and other regulations to ensure fair competition. It's important for companies to consult with an attorney to navigate the complex legal landscape of M&A to ensure all transactions are conducted lawfully and in the best interest of the stakeholders.