Carry Out M&A (Mergers and Acquisitions) with Caution and Confidence

In the capital markets, mergers and acquisitions (M&A) transactions are constantly ongoing. Our firm has executed M&A transactions exceeding $6 billion to date. We guide your M&A transactions to success efficiently, effectively, and in a timely manner.

In all matters, including pre-IPO organizational restructuring, growth company acquisitions, restructuring of Umbrella Partnership C Corporation (Up-C) or holding companies, exit from SPACs, reverse takeovers, ANTHONY, LINDER & CACOMANOLIS, PLLC supports the process step by step.

Based in Florida, our firm assembles a team of corporate merger experts and securities law specialists to consider every aspect of the transaction.

Understanding the Legal Aspects of M&A

In M&A transactions, in addition to the complex rules of the SEC (Securities and Exchange Commission) and domestic exchanges, attention must also be paid to general corporate law matters such as board and shareholder approval requirements, dealing with dissenting shareholders, and exercising rights to request share buybacks.

Close attention is also paid to the board’s fiduciary responsibility, proper due diligence, and internal processes in negotiations.

Furthermore, it is necessary to carefully decide the structure of the transaction, whether it will be conducted as an asset acquisition or merger, a tender offer involving a merger, or a stock exchange agreement. If necessary, we also consider requirements based on SEC and domestic exchange regulations.

Shareholder Approval and Compliance with Regulatory Requirements

In particular, Nasdaq Rule 5635(a) and Section 712 of the NYSE American Company Guide require shareholder approval.

Main Cases Where Shareholder Approval Is Required

1. Issuance of Shares or Convertible Securities:
   1. When the amount corresponds to 20% or more of the issued voting rights
   2. When the shares correspond to 20% or more of the issued common shares
2. Related Party Transactions: If any of the company’s directors, officers, or significant shareholders have a direct or indirect interest of 5% or more (or a total of 10% or more)

(This clause is known as the “acquisition rule.”)

The Importance of Proxy Compliance in Mergers

To complete the reverse merger, a new listing application on the Nasdaq and NYSE is required before closing. Post-integration companies will need to meet stricter initial listing standards.

When obtaining shareholder approval in merger transactions, the SEC’s rules regarding proxies and information disclosure documents are even stricter. According to SEC guidelines, compliance with proxy rules is required if the target company is considered to be soliciting shareholders of the acquiring company.

Proxy rules apply to all public communications, from the initial announcement of the proposed transaction to the completion of shareholder voting.

Representative Documents to Submit

• 14A Proxy
• 14C Information Disclosure Statement
• S-4 / F-4 Registration Notification Form

All communication materials must be filed with the SEC by the start date of use. Timely response and planning are extremely important.

Contact ANTHONY, LINDER & CACOMANOLIS, PLLC Today

A merger deal requires a law firm that understands every aspect of the deal and can give the team confidence. Our office will fulfill this role.

When managing large and complex transactions, legal counsel with expertise in the process is essential. By booking your initial consultation, you can smoothly start the transaction process.

Please contact us by phone at the office (877-541-3263) or through the online inquiry form.