Merger Agreement – Public Company Acquisition of Private Company with Large Stockholder Base
These forms were curated by Erik Lopez. Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law.
Merger Agreement – Public Company Acquisition of Private Company with Large Stockholder Base
A fully-negotiated model Merger Agreement appropriate for a public company’s acquisition of a private company with a broad stockholder base. The transaction involved (1) a combination of cash and stock consideration, (2) an earnout, (3) public M&A deal protections and share exchange mechanics, (4) a stockholder representative, (5) post-closing indemnification (with basket and cap) and escrow, (6) a working capital adjustment, (7) a 19.9% cap on purchaser share issuance to comply with Nasdaq listing rule 5635, (8) a target stockholder lockup, (9) a California Section 3(a)(10) fairness hearing, (10) purchaser board representation, (11) assumption of target stock options and (12) a special foreign tax indemnity.
Length: 123 pages | Format: Microsoft Word
$100.00