This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger.

US public companies are subject to the laws of the US state in which they are incorporated, as well as US federal securities, competition and other laws. Over 50 percent of public companies and almost two-thirds of the US Fortune 500 are incorporated in the state of Delaware (Source: Delaware Secretary of State), so this guide focuses on several key Delaware law provisions relevant to acquisitions of US public companies incorporated in Delaware.