Merger Support Agreement Template for United States

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Key Requirements PROMPT example:

Merger Support Agreement

"Need a Merger Support Agreement for our tech company acquisition where three major shareholders (holding combined 45% stake) will commit to voting in favor of the merger, with standard transfer restrictions until closing expected in March 2025."

Document background
A Merger Support Agreement is utilized when seeking to secure binding commitments from significant shareholders in support of a proposed merger transaction. The document is particularly crucial in U.S. jurisdictions where shareholder approval is required for major corporate transactions. It typically outlines voting commitments, transfer restrictions, and cooperation obligations of supporting shareholders. The agreement must comply with U.S. federal and state securities laws, as well as corporate governance requirements. It serves as a critical tool in ensuring merger certainty and demonstrating stakeholder support to regulatory authorities.
Suggested Sections

1. Parties: Identification of merging entities and supporting parties

2. Background: Context of the merger and support arrangement

3. Definitions: Key terms used throughout the agreement

4. Support Obligations: Core obligations of supporting parties regarding the merger

5. Voting Commitments: Specific commitments regarding voting of shares

6. Transfer Restrictions: Limitations on transfer of shares during support period

7. Term and Termination: Duration and termination conditions

Optional Sections

1. Non-Solicitation: Restrictions on soliciting competing offers (include when supporting party holds significant shares)

2. Standstill Provisions: Restrictions on additional share acquisitions (include when supporting party is a potential competitor)

3. Public Announcements: Coordination of public communications (include when supporting party is high-profile)

Suggested Schedules

1. Schedule of Owned Shares: Details of shares held by supporting party

2. Form of Proxy: Template for voting proxy if required

3. Merger Agreement Summary: Key terms of the underlying merger agreement

4. Required Regulatory Approvals: List of necessary regulatory clearances

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Industries

Securities Exchange Act 1934: Primary federal legislation governing securities trading, requiring registration of exchanges, brokers, transferred securities, and establishing reporting requirements for publicly traded companies

Hart-Scott-Rodino Act: Requires companies to file pre-merger notifications with FTC and DOJ for antitrust review when size thresholds are met

Securities Act 1933: Regulates the offering of securities to the public, requiring registration and detailed disclosure requirements

Clayton Antitrust Act: Prohibits specific anticompetitive practices, supplements Sherman Act, and regulates mergers that may substantially lessen competition

Sherman Antitrust Act: Foundational antitrust law prohibiting monopolistic business practices and anticompetitive mergers

Williams Act: Regulates tender offers and other takeover-related activities, requiring specific disclosures and procedural requirements

State Corporate Laws: State-specific laws governing corporate formation, operation, and merger procedures (particularly Delaware General Corporation Law)

Blue Sky Laws: State-level securities laws requiring registration of securities offerings and protecting against fraudulent practices

SEC Regulations: Federal agency rules governing securities markets, including disclosure requirements, trading practices, and merger procedures

FTC/DOJ Guidelines: Federal agency guidelines for antitrust review of mergers and acquisitions, including market concentration analysis

Stock Exchange Rules: NYSE/NASDAQ listing requirements and trading rules affecting public company mergers

Fiduciary Duty Laws: Legal obligations of directors and officers to act in the best interests of shareholders during merger transactions

CFIUS Regulations: Committee on Foreign Investment in the United States regulations governing national security review of foreign investments

Industry-Specific Regulations: Sector-specific rules and approvals (e.g., FCC for telecommunications, Federal Reserve for banking mergers)

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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