Securities Law and Regulatory Issues - Acquisition of a Private Company by a Public Company

August 03, 1998

Overview
This outline identifies and addresses certain securities law and other regulatory issues that may arise in connection with a public company’s acquisition of a private company.  This outline does not address contests for corporate control between two or more public companies (for example, “hostile takeovers” and defenses against hostile takeovers) or regulatory issues that may arise due to the nature of the businesses involved in the proposed transaction (for example, insurance companies or banks).  This outline also does not address the tax consequences that can result from (and often dictate) the structure of a proposed transaction.

As sometimes used in this outline (i) the term “Buyer” refers to the public company that is acquiring (directly, or indirectly through a subsidiary) the target company, (ii) the term “Sellers” refers to the owners (typically the shareholders) of the target company and (iii) the term “Target” refers to the company that is being acquired by the Buyer.

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