tiktok³ÉÈ˰æ

Merger And Acquisition Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Merger And Acquisition Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Merger And Acquisition Agreement

"I need a Merger and Acquisition Agreement for our technology company's acquisition of a software development firm based in California, with specific provisions for intellectual property transfer and employee retention incentives, targeting closing by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses




































Industries

Securities Laws: Federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Williams Act for tender offers, and Hart-Scott-Rodino Antitrust Improvements Act (HSR Act)

Federal Antitrust Laws: Key antitrust regulations including Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act that govern competition and prevent monopolistic practices

Federal Employment Laws: Labor regulations including WARN Act for mass layoffs, ERISA for employee benefits, and National Labor Relations Act for labor relations

Federal Tax Laws: Internal Revenue Code provisions related to corporate reorganizations and tax implications of stock vs. asset purchases

State Corporate Laws: State-specific corporate statutes (e.g., Delaware General Corporation Law) and state securities laws (Blue Sky Laws)

State Contract Laws: State-specific contract formation requirements, statute of frauds, and commercial codes governing business transactions

State Employment Laws: State-level employment regulations, including non-compete agreements and worker protection laws

State Property Laws: Real estate transfer requirements and Uniform Commercial Code (UCC) provisions for asset transfers

Industry-Specific Regulations: Sector-specific requirements such as banking regulations, healthcare regulations, environmental regulations, and licensing requirements

International Compliance: Cross-border considerations including Foreign Corrupt Practices Act (FCPA), international trade regulations, and cross-border transaction requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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.

find out more

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.

find out more

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.

find out more

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.

find out more

Merger Support Agreement

A U.S.-governed agreement securing shareholder commitments to support a proposed merger transaction.

find out more

Short Form Merger Agreement

A U.S. legal document facilitating streamlined mergers between parent companies and their 90%+ owned subsidiaries.

find out more

Reverse Merger Agreement

A U.S.-governed agreement enabling a private company to go public by merging with an existing public shell company.

find out more

Combination Agreement

A U.S.-governed agreement that establishes the terms and conditions for combining two or more business entities through merger or consolidation.

find out more

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.

find out more

Company Merger Agreement

A U.S.-governed legal agreement establishing the terms and conditions for combining two companies through merger or acquisition.

find out more

Merger Implementation Agreement

A U.S.-governed agreement that outlines the terms and procedures for implementing a merger between companies.

find out more

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.

find out more

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.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’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; ³Ò±ð²Ô¾±±ð’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

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.