标题: take over and merger [打印本页] 作者: himanshumh 时间: 2011-7-11 20:10 标题: take over and merger
what the difference is between them? Thanks.作者: sameeragarwal 时间: 2011-7-11 20:10
Two companies, A and B.
1. If B is a subsidiary of A, then both A and B exist.
2. In a statutory merger, only A exists.
3. In a consolidation, both A and B disappear, and C(A+B) exists.
So, it depends on the type of takeover that's occurring, takeover could be (1) or (2) above.
Chime in please.作者: eoin 时间: 2011-7-11 20:10
Acquisition = Company A buys sub of Company B (not entire company)
There are three types of mergers
A merges with B, both A and B remain (B functions almost as a subsidiary of A)
A merges with B, only A remains (B is absorbed into A)
A merges with B, create a new company C.作者: Houjichasan 时间: 2011-7-11 20:10
in which case it is a takeover not a merger? Thanks作者: mp3bu 时间: 2011-7-11 20:10
Adding on the Dreary
Merge:
Subsidiary: A + B = A, B
Statutory Merger: A + B = A
Consol : A + B = C
I think merger and takeover are a matter of perspective and "wording". Takeover is from the controlling point of view and merger encompasses different types of takeover/acquisition/merge.作者: ryanlb 时间: 2011-7-11 20:10
the reason I ask this question is because I recall one of the schweser mock exam, listed some defense, in the answer, it said white knight is a takeover defense, not for merger, etc.
it also listed bear hug, staggered..., tender offer, proxy vote, etc, which are defense for merger/acquisition..
I will post the question once I saw it again.
joseph213 Wrote:
-------------------------------------------------------
> Adding on the Dreary
>
> Merge:
> Subsidiary: A + B = A, B
> Statutory Merger: A + B = A
> Consol : A + B = C
>
> I think merger and takeover are a matter of
> perspective and "wording". Takeover is from the
> controlling point of view and merger encompasses
> different types of takeover/acquisition/merge.
