Hide Comments to the Merger Agreement

Aug 6th, 2022
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How to Hide Comments to the Merger Agreement

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in our Spotlight on business the ink is still drying but a merger between two major Hospital Systems in South Jersey is near Cape Regional Health System and Cooper University healthcare on Tuesday signed a definitive agreement to combine the operations which is expected to expand access to health services for residents and visitors in Cape May County right now Cape Regional is Cape May Countys only Hospital which is problematic during the summer when the population increases about tenfold Cooper is based in Camden and is South Jerseys only level one trauma center the merger means therell be more than 900 licensed beds more than 900 Physicians and dozens of ambulatory locations to serve South Jersey [Music] foreign

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Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because its rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs.
The agency may decide at this point to: 1) close the investigation; 2) enter into a settlement with the companies; 3) take legal action in federal district court or through the FTCs administrative process to block the deal from going forward.
Once the filing is complete, the parties must wait 30 days (15 days in the case of a cash tender offer or a bankruptcy) or until the agencies grant early termination of the waiting period before they can consummate the deal.
Section 7 of the Clayton Act prohibits mergers and acquisitions when the effect may be substantially to lessen competition, or to tend to create a monopoly. The key question the agency asks is whether the proposed merger is likely to create or enhance market power or facilitate its exercise.
Acquisitions completed by means of a merger are governed by the law of the state of incorporation of the target company. The solicitation of votes to approve a merger by the target company shareholders must comply with federal rules and regulations on proxy statements under the Exchange Act.
Because the FTC and the Department of Justice share jurisdiction over merger review, transactions requiring further review are assigned to one agency on a case-by-case basis depending on which agency has more expertise with the industry involved.
The Clayton Act All persons considering a merger or acquisition above a certain size must notify both the Antitrust Division and the Federal Trade Commission. The Act also prohibits other business practices that may harm competition under certain circumstances.
Mergers and Acquisitions in the United States are governed by a dual regulatory regime, consisting of state corporation laws (e.g., the Delaware General Corporation Law) and the Federal securities laws (primarily, the Securities Act of 1933 and the Securities Exchange Act of 1934).

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