All You Ever Wanted to Know About Stock-for-Stock Mergers (But Didn’t Know What to Ask)

Our guest – Cooley’s Kevin Cooper – walks us through all you need to know about the possible structures and pitfall for stock deals, including:

1. Show me the… Stock Certificate? Why Do a Stock-for-Stock Deal?
2. The Tax Man Cometh… Back Later? Structuring for Tax Deferral
3. Double the Diligence, Double the Fun? Reverse Due Diligence
4. Mo’ Stock, Mo’ Problems: Buyer Shareholder Approval Requirements
5. Making the Exchange: Exchange Ratio Mechanics
6. Maybe Two (Steps) are Better than One? Exchange Offer vs. Merger Structure
7. License and Registration, Please: SEC Considerations for Buyers, Targets and Stockholders

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

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