In a long-form merger, all of the target's shareholders are bought out and, directly or indirectly, the bidder becomes the target's sole shareholder.

There are no restrictions on the form of consideration that a foreign bidder can offer to shareholders. However, when a non-US company uses its own shares as consideration to acquire a public company in the US, the bidder is subject to the registration re

Generally, there is no requirement to offer a minimum level of consideration. However, the all holders/best price rule requires the consideration to be paid in a cash tender or exchange offer to be the same for all owners of an identical class of securiti

The consideration offered by a bidder determines whether the acquisition can qualify, in whole or in part, as a tax-free transaction to the target's shareholders under the US Internal Revenue Code of 1986, as amended (IRC). Generally, an exchange of stock