The phrase "Mergers and Acquisitions" is used
as a shorthand for the sale and purchase of businesses around the
world. In the US, and some other legal systems, such transactions
are typically effected by means of a legal 'merger',
whereas in other countries such deals are not really
'mergers' at all.
US lawyers will be intimately familiar with how mergers can be
used for both classic M&A deals and in a wide variety of
restructuring transactions. For corporate lawyers used to other
legal regimes (notably the UK and Hong Kong), that do not have the
concept of a true merger, the extraordinary flexibility of this
tool may come as more of a surprise.
We have written before in detail on the process of a merger
under BVI and Cayman law (for a general guide see here and here) and so this article skips over the legal
formalities to focus on some of the different ways mergers can be
used and structured, and what drives those structuring
considerations.
