Business and Mergers & Acquisition Resources

**This guide does not delve into the extensive world of securities research materials, just touches on a few resources that might be useful to a lawyer doing public M&A transactions. For more information on forms required to be filed with the Securities and Exchange Commission (SEC), check out this Investopedia article. It is often helpful, when practicing, to have a paper set of securities laws and regulations, for instance, a binder published by Wolters Kluwer called the "red book" or "red box" depending on the format, or the same binder in a searchable online format.

In public M&A (where a public company is being purchased), federal securities law plays a large part in transactions. The SEC requires that companies file disclosure on an ongoing basis, and specific disclosure is made to shareholders when an M&A transaction is signed, when shareholder approval is sought, and when the transaction closes. The official filing forms can be found on the SEC's website, however, if you are preparing to make a filing, you will want to review recent precedents to make sure you are following current practices.

Most filings relating to M&A transactions are made by public company targets/sellers. But in both public and private M&A, the SEC may require filings by a publicly owned buyer if a purchase is of a size or importance to be material to the buyer's business, or if the buyer plans to issue and use stock to complete its acquisition.

The SEC's Website is well-organized and contains up-to-date information relating to all aspects of the regulation of securities. The website provides access to many interpretations of laws and forms, and legal resources created by the SEC staff, like No-Action Letters, and Compliance and Disclosure Interpretations, both of which can shed light on legal questions. Both are organized by the relevant section of a law or by form.