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Reporting to the SEC If the merger or acquisition requires a vote by shareholders, the agreement will be available in the proxy document, Schedule 14A (or sometimes an information statement, Schedule 14C). The proxy will include the terms of the merger and what shareholders can expect to receive as proceeds.
Updated October 28, 2020: If a contract with a dissolved company exists, the contract will stay legally valid. The only exception to this rule is if there was a lease termination clause negotiated into your contract that specifically addresses your business closing.
Contracts are never "automatically transferred", the party transferring from and the one transferring to have to make the transfer happen, usually they make a contract. Because contracts usually contain both rights and obligations, transferring one will be good consideration for both sides.
If you think about it, that would be a neat way to avoid debts, by just changing the name of the business. So, no, a name/entity type change doesn't mean a contract is void.
A merger is a combination of two or more business entities in which the assets and liabilities of all the entities are transferred to one, which continues in existence, while all the others cease to exist.
Parts of merger and acquisition contracts ?Parties and recitals. ?Price, currencies, and structure. ?Representations and warranties. ?Covenants. ?Conditions. ?Termination provisions. ?Indemnification. ?Tax.
After that, I'll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: Confidentiality Agreements. Letters of Intent. Exclusivity Agreements. Disclosure Schedules. HSR Filings. Third Party Consents. Legal Opinions. Stock Certificates.
When a transaction closes, the new company will simply take over performance as the successor-in-interest to the old company. The merger agreement will already assign the rights and obligations under existing contracts to the buyer without a new, specific process for each existing agreement.