Company Mergers In Panama

Author:Mossack Fonseca & Co
Profession:Mossack Fonseca & Co

Just as the previously presented division of companies, merger is also part of the so-called corporate structural modification transactions. They imply phases of preparation, decision and execution, and they can essentially modify the patrimonial composition and legal relationships among participating companies, their creditors and partners.

The term fusion in Spanish (merger) comes from the Latin term "fusio" which is defined as the action of uniting or melting two or more things or ideas. Within our legal corporate circles, the term applies to a company merger which is defined by the doctrine as "The union of two or more companies, until then different companies, so as to become one single company" or "when two or more companies combine and join their interests to form a new company having all rights, privileges, franchises and assets of the merged company." Therefore a company merger is a legal union of two or more companies constituted as independent entities in order to create a new single company or surviving one of the merged companies and absorbing the others.

It is important to distinguish among the different types of merger and even the notion of company acquisition, for even if these terms are often mentioned together, they are not equal and do not have the same meaning.

In our milieu, we carry out, on the one hand, the so-called Pure Merger or Merger by Integration, which is when two or more companies unite themselves to create a new one that due to the dissolution of the merged companies acquires their assets, liabilities, rights and obligations and its own legal personality, different from the extinct companies to carry out its objects. And on the other hand, we also carry out the Merger by Absorption or Incorporation, which is when a corporation related to the transaction absorbs the others; i.e.; that all companies are dissolved without liquidation save the one assuming all assets, rights and obligations of the others.

It is worth differentiating between merger and the term "Acquisitions" which is simply a Sale. Within this framework, when we talk about acquisitions, we refer ourselves directly to the sale or change of owners and titleholders of companies or corporations which is usually done through the Acquisition of assets or the Acquisition ofshares. In the case of a merger, assets of one or several companies are exchanged for shares of a new company or for those of the company surviving the absorption, even resulting in...

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