What is a Merger Anyway?

Abstract

Three law professors from different practice and academic backgrounds meet at the water cooler in the faculty wing of a law school in or about 2010. They get engaged in a conversation about mergers and acquisitions that covers much ground--from what a merger actually is (from the perspective of their distinctive areas of legal experience and expertise--business associations, federal income tax, and property law) to factors each believe to be important in choosing a transactional structure for a business combination. This edited panel discussion from the 2019 Business Law Prof Blog symposium, held at The University of Tennessee College of Law in September 2019, attempts to recreate that conversation, which includes references to many traps for the unwary and points of practice and professional responsibility. The authors have inserted citations to legal authority and commentary in support of their contentions where instructive or otherwise helpful.

Keywords: Merger, acquisition, law, income taxation, corporations, property

JEL Classification: K10, K11, K22, K34