Difference Between Merger and Acquisition

Ditulis pada Selasa, 04 Juli 2017 | Kategori: Blog | Dilihat 52 kali
Merger is a legal act that is done by one or more company to merge itself to other surviving company altogether which resulting in assets and liabilities of the merging company legally transferred, therefore the legal status of the merging company is liquidated (Article 1 No 9 Law No 40 Year 2007 regarding Limited Liabilities Company (“UUPT”)).

Acquisition is legal action done be legal entities or individual to take over the company stock which resulted in the control shift of the company as stated in Article 1 No. 11 UUPT. The process and requirements of Merger and Acquisition is regulated in UUPT.

 

Difference Between Merger and Acquisition

Difference Merger Acquisition
Legal Subject Companies Legal Entities and Individuals
Legal Entity Status

Legal Entity Status of Companies which merge itself is Dissolves

Legal Entity Status of both company (who take over and taken over), still exist. Only the control of the taken over company has changed.

Assets and Liabilities

The assets and liabilities of the merged companies are fully transferred to the company receiving the merger.

Assets and liabilities of both companies who take over and taken over), remain in their respective control.  Only the control of the taken over company has changed.

 

As a licensed Lawyer and Certified Legal Auditor, as well as Capital Market Legal Consultant, we are frequently trusted to conduct Legal Audit (Due Diligence) and issuing Legal Opinion, regarding our Client's plan to conduct Merger and/or Acquisition.

Furthermore, we are also frequently requested to assist the Merger and/or Acquisition so that it is in accordance with applicable procedures.

Legal Services we provide in assisting Merger and/or Acquisition:

  1. Preparing the power of attorney and appointment for it;
  2. Assisting the drafting of Merger and/or Acquisition plan;
  3. Coordinating with targetted company (Board of Directors and Management);
  4. Assisting the General Meeting of Shareholder regarding the Merger and/or Acquisition;
  5. Assisting the appointment of Public Accountant to audit the targetted company financial reports;
  6. Assisting the settlement of shareholders' rights who do not agree with the Merger and/or Acquisition plan;
  7. Preparing the announcement of the Merger and/or Acquisition in newspaper;
  8. Coordinating with Notary Public to submit the Merger and/or Acquisition draft into Deed, to be submitted to Ministry of Justice and Human Rights.
  9. Assisting in the handling of disputes arising from the merger and/or acquisition plan; and
  10. Take any other actions necessary to assist in the smooth implementation of the Mergers and/or Acquisitions.

 

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