For the sale of a corporation in almost any state in the United States, both the board of directors and the majority of the stockholders must approve the transaction. Often times, the charter or voting agreement will specify some super-majority of directors or stockholders, or individual stockholders whose consent is required, to transact a sale. While the board of directors and management are responsible for negotiating the sale terms, the stockholders must also approve with specified statutory and other adequate information to make an informed investment decision.
Filings with the Secretary of State of the State of Incorporation of the merged entities will need to be approved for a merger.
If the size of the transaction or the parties exceed certain minimum thresholds, government antitrust authority approval will be required, as well as the expiration of minimum statutory waiting periods or specific approvals granted. This analysis may be required in multiple countries.
If any of the proceeds will be in securities, or if the parties are publicly held, approval of the Securities and Exchange Commission can be required.
If your business operates in a way that depends upon licenses or rights from third parties, an analysis of those licenses and contracts must be undertaken to ensure what third party approvals should be specified as conditions to closing the transaction.
Landlords and lessors may have the right to terminate real estate leases.
Other government permits may no longer be valid, and new ones may be required.