Difference Between Acquisition and Acquisition Difference Between Acquisition and Acquisition

Acquisition refers to the economic behavior of a company to obtain a certain degree of control over other companies through property rights transactions in order to achieve certain economic goals; M&A refers to two or more independent enterprises, the merger of companies to form a single enterprise, usually by a dominant company absorbing one or more companies, mergers and acquisitions generally refer to mergers and acquisitions. The difference between the two is: first, an acquisition is a form of mergers and acquisitions; Mergers and acquisitions, also known as mergers and acquisitions, refer to the merger of two independent legal persons and the merged company, which merge into one through mergers and acquisitions, and the legal entity qualification of the merged company disappears, and its rights and obligations such as property, creditor's rights and debts are generally transferred to the implementing merger company, and the merger company needs to go through the corresponding company change registration; However, in the case of an acquisition, the acquirer obtains control of the target company, and the legal entity status of the target company does not necessarily disappear as a result, and when the acquirer is a company, it is reflected in the fact that the target company becomes a subsidiary of the acquiring company.

The connotation of mergers and acquisitions is very broad, generally referring to mergers and acquisitions.

Acquisition — A business buys another business** or assets for cash or for a value in order to gain ownership of, or control of, all of the assets of the business or an asset.

Another concept related to the meaning of mergers and acquisitions is merger – which refers to the merger of two or more businesses into a new business, and after the merger is completed, multiple legal entities become one legal person.

A merger generally refers to the merger of two or more companies to form a new business. The rights and obligations of the original company are assumed by the new company. Depending on whether the new company is newly established or not, there are usually two forms of merger: merger by absorption and merger by new establishment.

Acquisition refers to the transaction behavior of one enterprise to purchase the assets, **, etc. of another enterprise, so as to occupy a controlling position. According to the subject matter of the acquisition, it can be further divided into asset acquisition and share acquisition.

The main difference between a merger and an acquisition is that a merger is a merger between businesses, whereas an acquisition merely takes control of the other party. Since in practice, it is often difficult to strictly distinguish between mergers and acquisitions, so it is customary to use the two together, referred to as mergers and acquisitions.

Legal analysis: 1. The scope is different, the essence of the acquisition is to purchase the equity of the acquired enterprise, and the merger and acquisition is the integration of enterprises;

2. The procedures are different, and the acquisition shall be carried out in a manner that complies with the provisions of the first law, including the merger of the public destruction of state divisions, asset acquisition, equity acquisition, etc.

Legal basis: Article 62 of the ** Law of the People's Republic of China.

Investors can take tender offers, negotiated acquisitions and other legal methods to acquire listed companies.

Article 172 of the Company Law of the People's Republic of China.

A merger may take the form of a merger by absorption or a merger by new establishment. When a company absorbs other companies, it merges and absorbs the company, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

Article 173.

In the case of a merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of the announcement if the creditor has not received the notice, the creditor may require the company to pay off the debts or provide corresponding guarantees.

Mergers and acquisitions are both ways of business combination, and they are not exactly the same, and there are some differences. An acquisition is when a company acquires a certain control of another company through an equity transaction; In addition to acquiring equity in other companies, mergers and acquisitions can also achieve a certain degree of control through the acquisition of characteristic assets of the target company, such as intellectual property. M&A generally refers to mergers and acquisitions.

Differences: 1. In mergers and acquisitions, the merged enterprise ceases to exist as a legal entity; In an acquisition, the acquired enterprise may still exist as a legal entity, and its property rights may be partially transferred. 2. After the merger and acquisition, the acquiring enterprise becomes the new owner of the acquired enterprise and the bearer of the creditor's rights and debts, which is the same conversion of assets, creditor's rights and debts; In an acquisition, the acquired enterprise is the new shareholder of the acquired enterprise and bears the risks of the acquired enterprise to the extent of the share capital contributed by the acquisition.

3. M&A mostly occurs when the acquired enterprise is not operating well and its financial condition is not good; Acquisitions generally take place in the normal course of business operations. 4. M&A refers to the merger of two enterprises; The acquisition only obtains a certain amount of control over the other party.

Legal basisSection 74 of the Companies Act.

One of the prescribed circumstances: (1) the company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for profit distribution stipulated in this Law; (2) The company merges, separates, or transfers its main assets; (3) If the business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association occur, and the shareholders' meeting passes a resolution to amend the articles of association to make the company survive, the shareholders may request the company to acquire its equity in accordance with a reasonable **. If the shareholder and the company cannot reach an equity acquisition agreement within 60 days from the date of the resolution of the shareholders' meeting, the shareholder may file a lawsuit with the people's court within 90 days from the date of the resolution of the shareholders' meeting.

The difference between an acquisition and an M&A is the difference in the subject, the nature of the act, and the consequences of the act

1. Differences in actors.

Acquisition: The subject of the company's acquisition act is the acquirer and the shareholders of the target company, and the shareholders of the target company may or may not be legal persons, but one thing is certain, that is, the target company is not the subject of the act.

M&A: The subject of a company's M&A is two independent legal persons, a merging company and a merged company.

2. The nature of the act is different.

Acquisition: A corporate acquisition is only a purchase and sale between the acquirer and the shareholders of the target company, and does not require the approval of a general meeting of shareholders.

Mergers and acquisitions: Mergers and acquisitions are major business activities of the company, so they must be approved by the general meeting of shareholders.

3. Different consequences of behavior.

Acquisition: The acquirer obtains control of the target company, and the legal entity status of the target company does not necessarily die out as a result, and when the acquirer is a company, it is reflected that the target company becomes a subsidiary of the acquiring company.

Acquisition refers to the economic behavior of a company to obtain a certain degree of control over other companies through property rights transactions in order to achieve certain economic goals; M&A refers to two or more independent enterprises, the merger of companies to form a single enterprise, usually by a dominant company absorbing one or more companies, mergers and acquisitions generally refer to mergers and acquisitions. The difference between the two is: first, an acquisition is a form of mergers and acquisitions; Mergers and acquisitions, also known as mergers and acquisitions, refer to the merger of two independent legal persons and the merged company, which merge into one through mergers and acquisitions, and the legal entity qualification of the merged company disappears, and its rights and obligations such as property, creditor's rights and debts are generally transferred to the implementing merger company, and the merger company needs to go through the corresponding company change registration; However, in the case of an acquisition, the acquirer obtains control of the target company, and the legal entity status of the target company does not necessarily disappear as a result, and when the acquirer is a company, it is reflected in the fact that the target company becomes a subsidiary of the acquiring company.