What laws regulate mergers and acquisitions?

In Delaware, mergers and acquisitions (M&A) are regulated by both federal and state laws. The Delaware General Corporation Law (DGCL) provides guidance on the requirements for conducting mergers and acquisitions. Under the DGCL, a merger requires the approval of the board of directors of the surviving corporation, a vote of approval from a majority of the shareholders, and the filing of a Certificate of Merger with the Delaware Secretary of State. Additionally, the merger must be approved by the Delaware Superior Court. In order for a merger to be approved, both parties must provide the court with a joint statement explaining why the merger is in the best interests of the company and its shareholders. The DGCL also outlines the requirements for an acquisition. When a corporation acquires another company, the acquiring company must have a majority of its directors approve the acquisition and secure the approval from the shareholders. The acquiring company must also submit a Notice of Acquisition to the Delaware Secretary of State. In addition to the Delaware laws governing M&A, there are also federal laws that regulate M&A. These laws include the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which requires companies considering an M&A transaction to notify the Federal Trade Commission and the Department of Justice before completing the merger or acquisition. Companies also must comply with the Securities Exchange Act of 1934, which requires companies to make disclosures related to the transaction when they make a public announcement of an M&A.

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What laws regulate mergers and acquisitions?

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