I. Legal Management
“Legal management” refers to the management of legal risks. There are many legal actions in the agricultural business, such as the acquisition of farmland, sales of crops, employment of employees, and M&A. Therefore, it is important to manage the legal risks in agricultural businesses. However, there are few cases of legal management in the agricultural business, although it is expected that many agricultural businesses will engage in legal management in the future.
II. M&A
There are two types of M&A : (a) acquisition of a company and (b) acquisition of a business.
(a) Acquisition of a company
There are three types of M&A for acquiring a company : transferring shares, mergers, and share exchange/share transfers. Transferring shares is the most popular type of M&A, in which only the shareholders of the company change. Two companies become one in a merger, and the effects are far-reaching. A share exchange/share transfer is a procedure that creates a parent-subsidiary relationship.
(b) Acquisition of a business.
There are two types of M&A for acquiring a business : a business transfer and a company split. A business transfer is an M&A transaction in which the business is acquired rather than the company. A company split is also a transfer of the company’s business, but it is an M&A that comprehensively transfers the assets and liabilities of the business. In addition, although not generally recognized as M&A, asset transfer, which is the transfer of assets for a business, may also produce the same effect as M&A.
The seller’s purpose in M&A of agricultural corporations is business succession, while the buyer’s purpose is to expand the business or enter a new agricultural business. However, the regulations of the Cropland Act are often an obstacle to the M&A of agricultural corporations. Due to the regulations of the Cropland Act and the complexity of M&A procedures, most M&A of agricultural corporations are business or asset transfers, and only in some cases are shares transferred. However, it is conceivable that other types of M&A, such as mergers, may be performed in the future for large-scale agricultural corporations.
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