It is not an uncommon practice for separate businesses to combine to form a new entity in Florida. This can happen via a merger or an acquisition. Some of these instances are mutually agreeable by both parties while others are not always equally welcomed by both businesses. In yet other cases, even when business executives on both sides agree to a deal, shareholders or others with interest in the business may not agree.
Whether or not a merger requires shareholder approval varies from case to case. One proposed merger in Florida currently must be approved by a shareholder vote of one of the businesses but not the other. The case involves a potential merging of the Willis Group Holdings and Towers Watson and Company. The merger can take place even without the approval of the Willis Group Holdings shareholders. However, the merger cannot happen if the Towers Watson and Company shareholders do not vote to approve it.
Even without the requirement for shareholder approval for the merger itself, Willis Group Holdings is asking its shareholders to approve three other elements of the deal. These include changing the company’s name, splitting reserved shares after the merger, and issuing stocks. The Florida State Board of Administration has indicated it will support these three things. However, the FSBA is opposing the merger itself. It is also voting against payments to some key company executives at Towers Watson and Company.
Business owners or leaders know that contracts involving mergers and acquisitions are complex. Working with qualified and experienced legal counsel can be helpful throughout the process.
Source: Pensions and Investments, “Florida State Board to oppose Towers Watson-Willis merger,” Barry B. Burr, November 17, 2015