The difference between enterprise merger and enterprise acquisition

Legal analysis: the difference between merger and acquisition is that in merger, the merged enterprise no longer exists as a legal entity in the acquisition, but the acquired enterprise can still exist as a legal entity, and its property rights can be partially transferred. After the merger, the merged enterprise becomes the new owner of the merged enterprise and the undertaker of creditor's rights and debts, and the assets, creditor's rights and debts are transformed together. In the acquisition, the acquired enterprise is the new shareholder of the acquired enterprise and bears the risks of the acquired enterprise to the extent of capital contribution. Merger usually occurs when the financial situation of the merged enterprise is poor and the production and operation are in a stagnant or semi-stagnant state. After the merger, it is generally necessary to adjust production and operation and reorganize assets. Acquisition generally occurs in the normal production and operation of enterprises, and the flow of property rights is relatively peaceful.

Legal basis: Under any of the following circumstances in Article 74 of the Company Law of People's Republic of China (PRC), the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:

(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;

(2) The merger, division or transfer of the company's main property;

(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.

If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.