How To Structure A Going Private Transaction

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...
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