Securities Filings in M&A Deals

Summary

Securities regulations can affect any M&A transaction, but their role is especially prominent when one or both of the participants in the transaction is a public company. Complying with the various filing requirements can be very time consuming and expensive. Where possible, material should be prepared in draft form well before the date of the planned filing. The filing requirements primarily originate in federal securities laws and include registering buyer stock used as consideration, disclosure filings, proxy filings, disclosures related to beneficial ownership, tender offer filings, and state filings.