The Merger and Acquisition Agreement serves as the primary transaction document in corporate consolidations, whether structured as mergers, stock purchases, or asset acquisitions. This agreement is essential when companies seek to combine operations, expand market presence, or acquire specific business assets. It requires careful consideration of U.S. federal regulations, including Securities and Exchange Commission requirements, Hart-Scott-Rodino Act compliance, and state-specific corporate laws. The agreement typically includes detailed provisions on valuation, risk allocation, regulatory approvals, and post-closing integration matters. It's particularly critical in ensuring proper due diligence and protecting both parties' interests throughout the transaction process.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of all parties involved in the merger/acquisition, including legal entity details
2. Background/Recitals: Context of the transaction and high-level intent of the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Transaction Structure: Details of the merger/acquisition structure, whether stock purchase, asset purchase, or merger
5. Purchase Price and Payment Terms: Consideration, payment method, adjustments, and earnout provisions if applicable
6. Closing Conditions: Prerequisites that must be met before the transaction can close
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Promises to do or not do certain things before and after closing
9. Indemnification: Protection against losses and liability allocation
1. Employee Matters: Treatment of employees post-closing, including benefits, compensation, and retention arrangements
2. Tax Matters: Special tax considerations, allocations, and structuring provisions
3. Transition Services: Terms and conditions for post-closing services provided between parties
4. Earnout Provisions: Detailed terms for additional purchase price payments based on future performance metrics
1. Disclosure Schedules: Detailed disclosures related to representations and warranties
2. Asset Schedule: Detailed list of assets being transferred in the transaction
3. Excluded Assets Schedule: List of assets specifically excluded from the transaction
4. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
5. Material Contracts: List of important contracts being transferred
6. Intellectual Property Schedule: List of IP rights being transferred
7. Employee Information Schedule: Details of transferring employees and their terms
8. Real Estate Schedule: Details of real property involved in the transaction
9. Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes
Find the exact document you need
Nonprofit Merger Agreement
A legal agreement governing the merger of two nonprofit organizations under U.S. federal and state laws, specifying terms of combination and regulatory compliance.
Download
Contract Merger
A U.S. legal agreement governing the combination of two or more companies into a single entity, subject to federal and state regulations.
Download
Reverse Triangular Merger Agreement
A U.S.-governed agreement structuring a merger where a parent company's subsidiary merges into a target company, making the target a wholly-owned subsidiary of the parent.
Download
Partnership Merger Agreement
A U.S.-governed legal agreement that facilitates the combination of two or more partnerships into a single entity, addressing all aspects of the merger transaction.
Download
Merger Support Agreement
A U.S.-governed agreement securing shareholder commitments to support a proposed merger transaction.
Download
Short Form Merger Agreement
A U.S. legal document facilitating streamlined mergers between parent companies and their 90%+ owned subsidiaries.
Download
Reverse Merger Agreement
A U.S.-governed agreement enabling a private company to go public by merging with an existing public shell company.
Download
Combination Agreement
A U.S.-governed agreement that establishes the terms and conditions for combining two or more business entities through merger or consolidation.
Download
Trust Merger Agreement
A U.S. legal agreement that combines two or more trusts into a single trust entity, governing the transfer of assets and beneficiary rights.
Download
Company Merger Agreement
A U.S.-governed legal agreement establishing the terms and conditions for combining two companies through merger or acquisition.
Download
Merger Implementation Agreement
A U.S.-governed agreement that outlines the terms and procedures for implementing a merger between companies.
Download
Agreement And Plan Of Merger
A U.S.-governed legal agreement outlining the terms and conditions for combining two or more companies through a merger transaction.
Download
Merger And Acquisition Agreement
A U.S.-governed legal agreement defining terms and conditions for corporate mergers or acquisitions, ensuring compliance with federal and state regulations.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it