M&A Considerations for Corporations: Multistate Comparison Chart

by Lindsey A. Reighard, Wilson Chu, Joanna Jung-Ern Lin, Thaddeus E. Chase, Jr., and Elaine Kao, McDermott Will & Schulte, LLP, with Practical Law Corporate & Securities

A Chart highlighting key differences in the corporate law governing private company mergers and acquisitions (M&A) transactions involving C-corporations across the key jurisdictions of Delaware, California, New York, and Texas. The Chart provides a comparative overview of the laws on several critical issues that arise in M&A deals, including statutory shareholder approval requirements for various transaction structures, the availability of appraisal or dissenters' rights, and the treatment of assignment by operation of law. It delves into the scope of fiduciary duties for directors, officers, and controlling shareholders, including the standards for the duties of care and loyalty, and statutory safe harbors for interested director transactions. The Chart examines director and officer indemnification, limitations on personal liability, the differing state approaches to sandbagging, and the enforceability of non-reliance clauses. Further, this resource addresses practical considerations such as the validity of non-competes in the sale of a business, and the circumstances under which a buyer may face successor liability in asset purchase. This Chart is an essential tool for counsel and principals navigating the jurisdictional nuances that can significantly impact deal structure and risk assessment.