1 Relevant Authorities and Legislation
1.1 What regulates M&A?
The United States has a federal system of government.
Accordingly, regulation of M&A activity falls within the dual
jurisdiction of the federal government and the individual state in
which the target company is incorporated. Generally, the federal
government regulates sales and transfers of securities through the
Securities and Exchange Commission (SEC), and polices competition
matters through the Antitrust Division of the Department of Justice
(DOJ) and the Federal Trade Commission (FTC). Other federal
agencies impose additional requirements over acquisitions in
certain regulated industries.
Tender offers in the United States are subject to the federal
rules and regulations on tender offers and beneficial ownership
reporting under the Securities Exchange Act of 1934, as amended
(Exchange Act). Acquisitions completed by means of a merger are
governed by the law of the state of incorporation of the
