Agreement and Plan of Merger
(Pro-Buyer) (Short Form) (FL)

Summary

This template is a short form merger agreement used for an all-cash reverse triangular merger under Florida law. It may be appropriate in transactions where a reduced set of provisions is sufficient, such as smaller transactions or where the parties wish to reduce negotiation. This template includes practical guidance, drafting notes, and an optional clause. This template is generally pro-buyer and is intended as a general drafting aid for smaller merger transactions under Florida law and will require modification according to the particular circumstances and intentions of the parties. This template assumes that the transaction will sign and close simultaneously. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary for a two-step transaction. This template also assumes: • The merger consideration will be all-cash. • The target corporation has issued common shares and no other equity awards (e.g., options, warrants, restricted share awards, etc.). • The target corporation is not a reporting company under the Securities Act of 1933, as amended. • The nature of the target's business is relatively straight-forward and does not necessitate detailed representations and warranties in any particularly unique area of law (e.g., intellectual property, data privacy and cybersecurity, product manufacturing, etc.). • No transition services agreement, intellectual property assignment and license agreement, or employment agreements are necessary ancillary agreements. • The use of representations and warranties insurance is not contemplated. • The merger consideration will be under the reporting threshold required by the Hart-Scott-Rodino Act and no other antitrust issues are presented. Tax treatment for the transaction will depend on how the parties structure the merger. This template addresses regulatory schemes that are generally applicable without regard to industry, such as tax, ERISA, and environmental. The Florida Business Corporation Act is modeled in large part after the Model Business Corporation Act, but also contains language found in the Delaware General Corporation Law. If a merger is contemplated between a parent and subsidiary, refer to the short-form merger provision set forth in Fla. Stat. Ann. § 607.1104. To compare state laws on mergers, see Corporation: Appraisal Rights, Corporations: Mergers, and Limited Liability Company: Mergers in the Corporate and M&A State Law Comparison Tool. For a template of a long form merger agreement, see Agreement and Plan of Merger (Private Target) (Pro-Buyer) (DE) and Agreement and Plan of Merger (Private Target) (Pro-Seller) (DE). For a public target merger agreement, see Agreement and Plan of Merger (Public Target, One Step, Cash) (Pro-Buyer) (DE). For more detailed discussion of the considerations in drafting a private target agreement and plan of merger and for additional background on mergers, see Private Merger Agreement Basics; Private Merger Transaction Resource Kit; and Asset Purchase, Stock Purchase, and Merger Structures: Benefits and Drawbacks. For more information about Florida mergers generally, see Mergers (FL Corporation) and Mergers (FL LLC). Click here to see recent examples of publicly filed merger agreements in Market Standards, the Practical Guidance database of publicly filed M&A deals that enables users to search, compare, and analyze transactions using 150+ M&A deal points to filter search results. You can customize any search to your needs by adding filters or modifying the search criteria.