Sherman Antitrust Act: Primary federal antitrust law prohibiting monopolistic business practices and anticompetitive agreements. Essential for merger review and competition analysis.
Clayton Act: Supplements the Sherman Act by prohibiting specific anticompetitive practices, including mergers that may substantially lessen competition.
Hart-Scott-Rodino Act: Requires companies to file pre-merger notifications with FTC and DOJ for transactions meeting certain size thresholds.
Securities Act of 1933: Regulates the primary market and requires registration of securities offerings, ensuring proper disclosure in merger transactions.
Securities Exchange Act of 1934: Governs secondary market trading and requires ongoing disclosures, particularly important for public company mergers.
Dodd-Frank Act: Provides additional regulatory oversight and requirements for financial institutions involved in merger transactions.
Sarbanes-Oxley Act: Establishes requirements for financial reporting and corporate governance in public companies, affecting merger documentation and compliance.
State Corporation Laws: Govern corporate formation, operation, and merger procedures in respective states where companies are incorporated.
Blue Sky Laws: State-specific securities laws requiring registration and disclosure of securities offerings within each state.
WARN Act: Requires advance notification of significant employment losses that might result from merger implementation.
ERISA: Governs employee benefit plans and must be considered when merging companies' benefit structures.
Internal Revenue Code: Determines tax treatment and implications of merger transactions, including potential tax-free reorganizations.
Foreign Investment Regulations: Including CFIUS reviews for transactions involving foreign entities that might affect national security.
Environmental Regulations: Environmental protection laws and regulations that may affect merger liability and compliance requirements.
Intellectual Property Laws: Federal and state laws governing the transfer and protection of patents, trademarks, copyrights, and trade secrets in merger transactions.
