Securities Act of 1933: Federal law regulating the registration and offering of securities, requiring full disclosure of material information to investors in merger transactions
Securities Exchange Act of 1934: Federal law governing securities trading and requiring disclosures for public company mergers, including filing requirements for Form 8-K, proxy statements, and tender offers
Hart-Scott-Rodino Act: Federal law requiring companies to file pre-merger notifications with FTC and DOJ for transactions meeting certain size thresholds
Sherman Antitrust Act: Primary federal antitrust law prohibiting anticompetitive business practices and monopolistic conduct in merger transactions
Clayton Act: Federal antitrust law prohibiting mergers and acquisitions that may substantially lessen competition or create a monopoly
Federal Trade Commission Act: Federal law empowering the FTC to prevent unfair methods of competition and deceptive practices in merger transactions
WARN Act: Federal law requiring employers to provide advance notice of qualified plant closings and mass layoffs that might result from mergers
ERISA: Federal law governing employee benefit plans and their treatment in corporate mergers and acquisitions
National Labor Relations Act: Federal law protecting employees' rights during corporate restructuring and requiring bargaining with unions over merger effects
Internal Revenue Code Section 368: Federal tax provisions governing tax-free reorganizations and mergers, specifying requirements for tax-deferred treatment
State Corporation Laws: State-specific laws governing corporate formation, operation, and merger procedures, including shareholder approval requirements
State Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities within each state during merger transactions
State Employment Laws: State-specific regulations protecting employee rights, benefits, and employment terms during corporate mergers
Stock Exchange Rules: Requirements from NYSE, NASDAQ, or other exchanges regarding listed company obligations during merger transactions
Industry-Specific Regulations: Sector-specific rules and requirements affecting mergers in regulated industries (e.g., banking, healthcare, telecommunications)
