Mergers and acquisitions deal with the business and tax practice of law affecting the purchase of one company by another (an “Acquisition”) or the blending of two companies into a new entity (a “Merger”).
A Merger is the process by which two companies join and one new or resulting company continues to exist. Sometimes called a consolidation, a merger occurs when two companies combine to form a new enterprise, and neither of the previous companies remains independently.
Acquisitions involve a process by which one company acquires all or substantially all the equity or assets of another company. An acquisition, or takeover, is the purchase of equity or assets of one business or company by another. Acquisitions are usually divided into either “private” or “public” acquisitions. This distinction depends on whether the stock of the target company is publicly traded or not. Acquisitions can also be categorized as “friendly” or “hostile” depending on how the target company perceives the acquirer.
The seasoned business lawyers at Musgrove Law Firm, P.C. routinely represent both buyers and sellers in M&A transactions, and they have over the past five years closed over 100 M&A deals. Although Musgrove Law Firm also acts as M&A specialists for public companies, the majority of our clients are privately held companies, private equity firms and family offices. Our founder, H. Len Musgrove, Jr., heads up the M&A practice of the Firm.
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On March 21, 2024, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly narrows the scope of beneficial ownership information (BOI) reporting requirements.
Under the revised rule, only companies formed under the law of a foreign country and registered to conduct business in the United States are considered “reporting companies” subject to the Corporate Transparency Act (CTA) BOI filing requirements.
The revised rule removes the requirement that U.S. companies and U.S. persons report BOI to FinCEN. The rule also removes the requirement that foreign companies report BOI for U.S. persons. Additionally, the rule extends the previously set March 21, 2025, BOI report filing deadline by 30 days, and requires newly registered foreign companies to file a BOI report within 30 days after receiving notice that their registration is effective.
Although the interim rule is effective immediately, FinCEN has implemented a 60-day public comment period, and intends to issue a final rule before the end of the year.
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