Many transactions referred to as "mergers", the combining of two or more business entities into a single business structure, are technically "acquisitions" in the pure sense of the term. Classically, a 'merger" is between two business entities that form a new combined entity with the prior two entities going out of existence. An acquisition, on the other hand, is a transaction in which one entity buys the stock or assets of a second entity. The second entity then either goes out of existence or becomes a captive company or subsidiary of the purchasing entity.
Placing these distinctions aside, let's consider what the terms "merger" and "acquisition" may mean in their day-to-day use in current business parlance.
With a merger, one not only obtains ownership of the assets of a business, but also the liabilities of that entity. For instance, not only would one entity get to takeover a prime business location, but also inherit all the existing and potential employee obligations and/or third-party claims. In an acquisition, the purchasing entity would likely try to "cherry pick" the most valuable assets of the other and leave the seller with the liabilities for all the existing and potential employee obligations and/or third-party claims. However, there are certain assets that may be obtainable only via a merger. In such circumstances, Attorney Godfrey's ability to examine the range of liabilities will be invaluable in determining if the asset sought is worth the risk.
Attorney Godfrey's experience in working closely with accounting, tax and managerial staff will assist in exploring the interconnected variables encountered to minimize cost and operational problems, bring to light potential conflicts, and assist in arriving at solutions needed to resolve those conflicts in a proactive manner. By evaluating the particular circumstances of the proposed merger or acquisition, each party's goals, and the practical aspects encountered during due diligence inquiries, Attorney Godfrey will be able to provide experienced guidance in deciding whether the merger or the acquisition is the most prudent route to pursue.