Answer ... Acquisition of shares: The easiest way to gain control over a target is to acquire its shares. Although a share acquisition changes the composition of shareholders, the organisation of the target remains unaffected.
Business transfer: A business transfer involves the transfer of all or a part of a business from one entity to another. During this process, specific assets, liabilities, agreements and employees of a target are identified and transferred individually. Using this procedure, it is possible to transfer all or part of a target’s business. One advantage of a business transfer over a share acquisition is that there is no risk of taking on unexpected liabilities, since each item to be transferred must be specifically identified and listed. To the extent that an asset or liability is not listed, it will remain with the original owner.
Merger: A merger is usually completed in accordance with an agreement between two or more companies, followed by some or all of the involved companies dissolving, and a surviving company or a newly established company respectively succeeding all rights and obligations of the dissolving company, without a liquidation procedure. A merger generally requires special resolutions at the shareholders’ meetings of all of the involved companies.
Share exchange: In a share exchange transaction, one existing stock company makes another existing stock company its wholly owned subsidiary. This transaction generally requires special resolutions at the shareholders’ meetings of both stock companies. Through a share exchange, a stock company can acquire 100% ownership of a target.
Share transfer: A share transfer is a reorganisation procedure in which a newly established stock company makes another existing stock company its wholly owned subsidiary. It generally requires a special resolution at the shareholders’ meeting of the existing stock company.
Company split: A company split is a reorganisation procedure in which a company transfers all or part of its rights and obligations to another entity. It generally requires a special resolution at the shareholders’ meeting of each company involved. All of the assets, liabilities, employment agreements and other rights and obligations of the splitting company are comprehensively and automatically succeeded by the succeeding company. In this respect, a company split differs from a business transfer.
Share delivery: Share delivery is a reorganisation procedure in which a company acquires, with its own shares as consideration, the majority of shares from the shareholders of a target. Unlike a share exchange, this can be used even where a company does not intend to acquire 100% of the shares in the target.