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