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Mergers and Acquisitions


Businesses of all sizes are bought and sold constantly. In recent years, there's been an explosion in mergers and acquisitions, from startup "" companies to big corporate juggernauts.  In the small business realm, mergers and acquisitions have become a popular way for a business to gain entry into a new market. Rather than go through the trouble of creating and financing a new business, it's sometimes better to buy an existing one.

The most common and most recommend form of a business acquisition is by an asset sale and purchase.  By purchasing existing businesses assets instead of the ownership of the existing corporate entity, the buyer can avoid and limit their liability exposure.  Every business is different and each acquisition is best accomplished through analysis of the existing business with an experienced attorney.  At Rice, our attorneys have the experience needed.

Sometimes, upon review, an asset purchase is not the best solution for the parties involved.  In such cases a merger, consolidation, or exchange of shares is considered. Aside from statutory restrictions upon monopoly, a new corporation may be as readily created by the union of two or more companies as could individuals unite to form a corporation.

In Florida, a merger occurs when one corporation is combined with and disappears (or merged) into another corporation. All mergers are statutory mergers, since all mergers occur as specific formal transactions in accordance with the laws, or statutes, of the states where the companies are incorporated. The post-transaction operations or control of a company has no relevance on whether a merger has occurred or not.

Mergers and acquisitions are usually complex matters, and often they're examined closely by the federal government, particularly the Federal Trade Commission (FTC) and the Department of Justice (DOJ), to make sure that a merger or acquisition doesn't make the market less competitive, that is, reduce consumers' choice in the types of goods and prices for them. 

At Rice, we assist in strategic planning for business transitions, including generational and management transitions, and can often reduce or remove conflicts and disruptions commonly found in such circumstances.  In addition, we provide advice, negotiation, and documentation for the successful completion of these major transactions and transitional events.  To discuss the specifics of your business transaction with our experienced business law attorneys, please call Rice at (386) 257-1222.

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