mergers & acquisitions

execute

Execute means (1) to carry out, perform, or complete as required, usually to fulfill an obligation, such as executing a contract or order; (2) to sign or complete all formalities necessary to make a contract or document effective, such as...

execution

Execution means (1) the act of carrying out, performing, or completing, as in the execution of an order or decree; (2) signing or completing all formalities necessary to make a contract or document effective, such as signing, stamping, or...

Form S-4

Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.

Section 5 of the...

freeze-out

A freeze-out is one way for majority or controlling shareholders in closely held corporations to abuse and oppress minority shareholders. More specifically, a freeze-out is the manipulative use of corporate control to eliminate minority...

freeze-out provision

Freeze-out provision is part of a corporate charter that allows an acquiring company, during a freeze-out merger, to buy the stock of minority shareholders in exchange for fair cash value for a certain period of time, usually two to five...

gun jumping

Gun jumping refers to unlawful activities by a company awaiting regulatory approval for a transaction. The term arises in the context of (1) securities regulation and (2) anti-trust regulation.

(1) Gun jumping in Securities Regulation...

liquidate

To liquidate assets means to convert non-liquid assets into liquid assets by selling them on the open market. An individual or company can voluntarily liquidate an asset, or can be forced to liquidate assets through the bankruptcy process.

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merger

In general, a merger is the act of uniting separate things. Specifically -

1. In corporate law, a merger is the absorption of one corporation into another. The surviving corporation acquires all the assets and liabilities of...