Changes in the leadership of a company, the marketplace, or in the finances of a business may cause that company’s leadership to make changes. Often, this includes seeking out a new business partner or buying out a competitor.
These processes fall under the category of mergers and acquisitions. While the decisions concerning whether these processes are beneficial from a business standpoint are up to the owners of a company, the legal processes fall under the state law. As a result, it is necessary to follow the necessary legal procedures when executing a merger or acquisition.
A Minnesota business mergers and acquisitions lawyer could help a company grow. A knowledgeable business attorney can provide essential legal guidance as to the legal requirements of these fundamental changes to a company’s structure.
Why Pursuing a Merger or Acquisition may be Beneficial
Business owners should always be on the lookout for chances to inject new capital, obtain new intellectual property, or absorb new talent into their organization. One way to accomplish this is to merge with or acquire other companies. Perhaps a situation exists where a business and a rival company are fighting over the same company base. Or another company may have discovered a new, more efficient way to produce a product. When this occurs, it may benefit both companies to consider a merger or a total acquisition.
A Bloomington business mergers and acquisitions lawyer could explain the common reasons for these legal changes and discuss the possible options that may benefit a business. They can then work to create a plan that would help ensure the best possible future for a business.
The Legal Processes for Merging two Companies in Minnesota
Under the Minnesota Statute §302A.601, any corporation may merge with any other domestic or foreign corporation under the terms of a plan of merger. The same statute allows a similar framework that allows a company to purchase or sell any amount of share in another company to a willing participant company.
The most important portion of a merger or acquisition is the completion of a plan of merger. According to MN Statute §302A.611, these plans must contain:
- The names of the organization proposing the merger or acquisition
- The name of the new organization
- The name of the acquiring organization in case of an acquisition
- The terms of the exchange
In some scenarios, a merger requires the approval of stockholders. However, a merger may be exempt if it would not change the core articles of incorporation, there is no change in stock ownership, there is not a change of voting rights, and there is no significant change in the number of voting shares of stock.
Once this merger or acquisition receives the approval of the shareholders and owners, the company must prepare articles of merger or exchange that contain the plan for the merger and a statement that all required company members approve the act. Finally, the Secretary of State must issue a certificate recognizing the new company organization. A Minnesota business mergers and acquisitions lawyer could help guide companies through this often-complex legal process.
A Minnesota Business Mergers and Acquisition Attorney Could Help
Making the decision to expand a company can provide many new sources of income and business opportunities. A common way to accomplish these goals is to merge with or acquire another company.
A Bloomington business mergers and acquisitions attorney could help your company to grow. To discuss your situation, call today.