What is merger in law of contracts?
A merger is the voluntary fusion of two companies on broadly equal terms into one new legal entity. The firms that agree to merge are roughly equal in terms of size, customers, and scale of operations. For this reason, the term merger of equals is sometimes used.
What happens to contracts during a merger?
When a transaction closes, the new company will simply take over performance as the successor-in-interest to the old company. The merger agreement will already assign the rights and obligations under existing contracts to the buyer without a new, specific process for each existing agreement.
Does a contract survive a merger?
Unfortunately for most parties involved, no. A contract cannot survive the death of either party unless its assigned under a corporate agreement (such as stock purchase agreements)--which has its own set of issues--or if the contract is supported by consideration produced before the termination.
What is an example of merger and acquisition?
Some of the most famous and successful examples of MA deals that have occurred over the last few decades include Googles acquisition of Android, Disneys acquisition of Pixar and Marvel, and the merger between Exxon and Mobile (a great example of a successful horizontal merger).
What type of contract is a merger?
Mergers and acquisitions (MA) is a collective term used to describe the consolidation of companies into larger ones using different types of financial transactions. Transactions involved in MA contracts include mergers, acquisitions, asset purchases, tender offers, and consolidations.
What happens to contracts when a company changes its name?
In general terms, a change of name of a party is not a variation of contract as such, so, all things remaining equal, the contract remains valid and would not need to be amended to reflect the new name, unless, unusually, the agreement makes express provision to that effect.
Are contracts assigned in a merger?
In the mergers and acquisitions context, an assignment of a contract from a target company entity to the relevant acquirer entity is needed whenever a contract has to be placed in the name of an entity other than the existing target company entity after consummation of a transaction.
What happens to existing contracts when a business is acquired?
If the company changes owners in whole or in part, it is still the same company and this will not terminate any contracts. If, instead, the company sells its business (which is an asset of the company that it can sell like a car or a building), then the contracts are transferred as part of that sale.
What is an example of merger in contract law?
Merger refers to a strategic process whereby two or more companies mutually form a new single legal venture. For example, in 2015, ketchup maker H.J. Heinz Co and Kraft Foods Group Inc merged their business to become Kraft Heinz Company, a leading global food and beverage firm.
What is an example of a merger?
A merger is considered horizontal if the two companies already offer the same products or services. Horizontal mergers help companies reduce competition and dominate the market. For example, gas giant Exxon combined with gas giant Mobil back in 1998 to form ExxonMobil.