Banks and bank holding companies often look for the most efficient way to undertake a merger. The stock of the acquiring holding company often is the consideration (at least in part) for the acquisition. When common stock (or any security) of the acquiring company is issued in the merger, either the issue of the stock must be registered with the US Securities and Exchange Commission (SEC), which makes the acquiring company public, or an exemption must be found. There are some exemptions that can be used in a merger if the facts fit, such as a “private” offering under SEC Regulation D or an intrastate offering under Rule 147A for stock issued only to stockholders of the state where the acquiring company is located. Many times, those exemptions do not work. Registration might be the only path. Continue reading >