Merger Agreement (Private Company, Pro-Buyer) | Practical Law

Merger Agreement (Private Company, Pro-Buyer) | Practical Law

A long-form agreement for the acquisition of a US private corporation by merger, drafted in favor of the buyer. This Standard Document assumes, among other things, that the merger is structured as a reverse triangular merger and the target company and merger subsidiary are Delaware corporations. It also assumes that the signing and closing of the transaction are not simultaneous. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. For mergers involving a public target company, see Standard Document, Merger Agreement (All-Cash; Pro-Buyer).

Merger Agreement (Private Company, Pro-Buyer)

Practical Law Standard Document 5-538-9385 (Approx. 214 pages)

Merger Agreement (Private Company, Pro-Buyer)

by Practical Law Corporate & Securities, with environmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP.
Maintained • Delaware, USA (National/Federal)
A long-form agreement for the acquisition of a US private corporation by merger, drafted in favor of the buyer. This Standard Document assumes, among other things, that the merger is structured as a reverse triangular merger and the target company and merger subsidiary are Delaware corporations. It also assumes that the signing and closing of the transaction are not simultaneous. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. For mergers involving a public target company, see Standard Document, Merger Agreement (All-Cash; Pro-Buyer).