Integrations and hostile takeovers

Abstract

By merger or acquisition, companies are merged into one company, in such a way that the assets of all companies included in the merger or acquisition are merged and that after the procedure there is only one company. That company becomes the universal legal successor of companies that cease to exist due to integration. The basic difference between a merger and an acquisition is that in a merger the acquiring company already exists and will continue to exist, and the acquired company ceases to exist. Although there are differences between the terms merger and takeovers, they are sometimes used in the same sense, but the laws clearly distinguish them. Takeovers can be friendly or hostile, depending on the attitude and willingness of the management of the target company. In general, when the participating companies are approximately the same size, the notion of consolidation applies, and when the companies differ in size, the notion of merger applies. In practice, this distinction is blurred, and the term merger is used in companies of the same, but also different sizes. The paper analyzes the four most important approaches to integration processes with special emphasis on takeovers of a hostile nature.