Podcast (E12): Is a Merger a Good Structure for Your Deal?

We are often asked what makes a deal successful? We decided to share our thoughts and experiences to help buyers and sellers have a more successful deal making process.

This blog is for informational purposes only. This blog is not legal advice, and no attorney – client relationship is intended or formed by this blog.  For more information or to contact an attorney at Foreman Law, please email info@goforemanlaw.com.

Is a Merger a Good Structure for Your Deal?

What is a Merger? A transaction in which two companies combine into one legal entity and the surviving entity assumes the rights and obligations of the other entity.


  • Taxation:
    • Some mergers are taxed as asset deals, some are taxed as stock deals. Rely on your team to understand the tax issues associated with your deal.
  • Liabilities:
    • Mergers can be structured to limit exposure to liabilities. Since there is one surviving entity, learn the ways you can protect the “buying” company.
  • Third Party Consents:
    • Mergers can be structured to limit the need for third party consents. This can save a lot of time if it is structured correctly.
  • Owner Rights:
    • Dissenting owners could be entitled to appraisal rights or from being brought into a deal against their consent.

Practical Considerations:

  • Scheduling and Planning: Start the conversation with your team as early as possible when considering a merger. Know your priorities and talk about them early.
  • Transitioning Value: Mergers can be complex, but they may be the best deal structure if enough of the right pieces are in place for a smooth transition of the value in the business (such as key customer relationships, etc.).
  • Ownership Restructuring: Some mergers end up pushing out some owners. Know everyone’s priorities to make the best deal.

Top Take Aways

  • Sam —Plan in advance. Think through things like the culture, people, and places that need to be a part of the process and what lead time is required.
  • Jacob — Know who you are getting into bed with. Do your due diligence!

Wellness Tip! Celebrate when the deal is done! It took a lot of time and work to get there so acknowledge and celebrate it with your team.


No Legal Advice or Lawyer-Client Relationship

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