Chapter I., A. Stock Acquisitions

• Jurisdiction: United States

A. Stock Acquisitions

1. Option One: Purchase the Stock in the Target Prior to a Formal Proceeding

(a) Pros

Can get an "exclusive" deal; and Usually can be done quickly.

(b) Cons

As a stockholder, you acquire the target subject to all debts and liabilities, including contingent and nonliquidated liabilities and "strict liability" claims (such as environmental contamination remediation claims, successor liability or product-liability claims, etc.).

2. Option Two: Acquire the Stock in the Target Through an Acquisition of Debt Prior to a Proceeding

Debt (both public and private) can be acquired, usually at a discount, if the target is in financial distress, and the debt can, through the consent of the target, be leveraged into a majority stock position in the target through an exchange offer (for public-reporting companies).

(a) Pros:

• Ability to acquire the

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