Mergers and acquisitions (M&A) is the catch-all term used to refer to the different forms for transferring or consolidating ownership of businesses and assets. Although the terms merger and acquisition are used interchangeably, they have different legal meanings. When one company (the acquirer) purchases the stock, equity interests, or assets of another company, the transaction is called an acquisition. Sometimes an acquired company continues to operate independent of the acquirer, and sometimes the acquired company ceases to operate independently and is absorbed by the acquirer. Mergers, on the other hand, are generally the combination of two companies, and result in the formation of a new company.

In Pennsylvania, mergers and acquisitions (M&A) are governed by both state statutes and federal law. Under Pennsylvania law, specifically the Pennsylvania Business Corporation Law, the process for mergers and acquisitions is outlined with specific provisions for how these transactions should be conducted. An acquisition in PA can occur through the purchase of stock, equity interests, or assets of another company. Depending on the structure of the deal, the acquired company may continue to operate independently, or it may be fully integrated into the acquiring company. In a merger, two companies combine to form a new entity, and this process requires the approval of the shareholders of both companies. Additionally, certain mergers and acquisitions may be subject to federal regulations, such as antitrust laws enforced by the Federal Trade Commission (FTC) and the Department of Justice (DOJ), as well as securities laws enforced by the Securities and Exchange Commission (SEC). It is important for companies engaging in M&A activities to comply with both state and federal regulations, and they often consult with attorneys to navigate the complex legal landscape.