The Three Traditional Ways of Structuring Mergers and Acquisitions

A Los Angeles-based attorney, Eric Krautheimer is a partner at Sullivan & Cromwell. Working as a corporate attorney, he primarily handles merger and acquisition transactions. In this capacity, Eric Krautheimer assists clients with such things as buying, selling, and merging companies.

While there are several ways to structure a merger and acquisition (M&A) deal, there are three traditional methods: asset acquisition, merger, or stock purchase. These three traditional ways of structuring M&A deals are briefly described below:

1. Asset acquisition: In these types of M&A deals, a buyer purchases certain assets from a target company. Such transactions leave the target company with its corporate entity and name intact, since the buyer only acquires agreed-upon assets and associated liabilities. This may include buying a single business unit or company division.

2. Merger: When two unique organizations combine to form a single entity, they complete a merger transaction. In such a deal, the seller receives stock, cash, or both in exchange for selling all the company’s intellectual property and assets. Mergers are often a simple deal process in that they only require the approval of the majority of stakeholders, and are sometimes executed with minimal negotiations.

3. Stock purchase: Stock purchase agreements can also be negotiated relatively quickly, since they involve a buyer acquiring all intellectual property, licenses, and contracts from a target company. Along with these assets, buyers also take on any legal and financial liabilities of the target company.

Preventing Tennis Elbow

Recognized as a three-time Top 100 Lawyer in California by the Daily Journal, Eric Krautheimer serves as a corporate lawyer and partner at Sullivan & Cromwell in Los Angeles. When he isn’t busy with work, Eric Krautheimer is an avid sports fan and loves watching professional football and basketball games, along with playing tennis.

One of the most common injuries affecting tennis players is tennis elbow. This overuse injury is often characterized by pain occurring in the outer elbow that worsens as players tighten their hand around objects.

Generally, the best way of preventing the onset of such an injury is limiting repetitive tasks that move the hand and arm in the same way. This may require learning to use the shoulder and upper arms instead of the elbow and sticking to smooth movements both on and off the court. If such repetitive tasks cannot be avoided, wearing a brace and taking breaks as often as possible reduces players’ risk.

Aside from this, tennis players should consider strengthening the muscles in their hands and arms. Performing wrist flexion and extension exercises every other day is great for building the muscles in the forearms. These muscles attach to the elbow, so when they are stronger, they are capable of handling more strain.

Warming up and stretching before a tennis game is also key, as it prevents tennis elbow by improving players’ range of motion and the flexibility of their muscles. This process may include wrist rolls and wrist flexion stretches that involve making a fist and rolling it in a circle. Players should also firmly grip and squeeze a tennis ball for a few minutes in each hand to warm up the hand muscles.