Law360, New York (June 19, 2013, 5:24 PM EDT) -- The most common structures used in going private transactions are the one-step merger and the two-step merger. In a one-step merger, the acquirer (or a merger subsidiary owned by the acquirer) merges with the target company in a statutory long-form merger upon obtaining the requisite stockholder vote under applicable state law. In a two-step merger, the acquirer or its merger subsidiary first launches a tender offer for the shares of target's stock that the acquirer does not already own and, once it has acquired a majority or more of such shares, engages in a "back-end" merger to acquire the rest. The acquirer may negotiate a merger agreement with the target before launching the tender offer or unilaterally launch the tender offer without negotiating an agreement with the target's board of directors....