Mergers and acquisitions (M&A) is an umbrella term for many types of transactions in which (a) one organization or the assets of one organization become a part of another organization or (b) two organizations become one. These transactions can range from one small non-profit distributing its assets to another non-profit in accordance with Colorado law, to one publicly traded company being purchased by another public company with a distribution of cash or shares of the purchaser to shareholders. This guide attempts to cover some of the basics of the many types of transactions, but as with most things in life, practitioners largely learn through doing, including learning how and what to research.
This page is focused on the transactional work of an M&A deal, but case law is often the underpinning for why a transaction is structured in a particular way or why a particular state's law is chosen to govern a transaction document, among other things. Antitrust/competition law, tax law, contract law, and several other specialist areas can also have impacts on deal structure and must be taken into account.
Public transactions or public M&A refer to transactions in which the seller (often called the target) of a transaction is a publicly traded company, registered with the SEC. Private transactions refer to transactions in which the seller or target is not publicly listed and so is not required to file disclosure with the SEC, and so does not have a public record about the company or an obligation to make SEC filings to keep shareholders up-to-date on major changes to the business or its prospects. The purchaser in either case can be public or private. In some situations a publicly owned purchaser will be required to make filings with the SEC, but it will depend on whether a transaction is material to that entity.
Don't underestimate the power of wikipedia.org or investopedia.org (such as the definition of M&A) for learning basic information. If you haven't heard a term before, you can get a quick definition and some context to get you started. Additional free, basic resources are available on the Legal Resources page of this guide.
Black's Law Dictionary, in print since 1891, and updated with new terms every few years. As with any other resource, it is a starting point, not an ending point.
Practical Law Glossary (on Westlaw; found under "Additional Resources" in the right-hand column on any Practical Law screen). This glossary provides straightforward, plain-English explanations of legal, business, and banking/finance terms and jargon. Many entries explain the business context of the defined words and include links to more detailed practice notes where available.
The following are a few of the law library's overviews and hornbooks dedicated to Mergers and Acquisitions--check out call number KF1477 for a larger selection of books meant for beginning lawyers (i.e., not the multi-volume, frequently updated treatises that you will turn to for more current and in-depth information).