New York City, NY asked in Mergers & Acquisitions for New York

Q: If companies that are based in different states merge, how do you decide which state's law should apply to the merger?

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3 Lawyer Answers

Jonathan R. Roth


A: The merger agreement dictates which state laws apply. As to that decision it depends if it is a merger of equals or one is entity will remain in control. The decision should be based on what is best for the merged entity.

Donovan A Rodriques

  • New York, NY
  • Licensed in New York

A: The parties may agree on which state's law is to govern the transaction. Typically, it is the law of the state of the surviving entity.

Ali Shahrestani, Esq.

  • San Francisco, CA
  • Licensed in New York

A: The contract may say so, the parties may agree, or it may be required based on the industry or related state laws.


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