M&A Essentials: A Guide to Deal Structures, Transactions, and Process

Mergers and acquisitions guide: Understanding the M&A process

Author:

The Carta Team

Read time:

20 minutes

Published date:

June 25, 2026

Learn the basics of M&A transactions and how to navigate the process with support, tools, and other helpful solutions in this complete guide.

What is a merger and acquisition (M&A)?

Mergers and acquisitions (M&A) is the process of combining two businesses through a financial transaction. One company may purchase another outright, or two companies may merge into a single new entity. Either way, M&A is one of the most common exit strategies companies use to grow, enter new markets, or gain capabilities they do not have in-house. Leveraged buyouts (LBO), consolidations, acqui-hires, or restructurings are all terms that you may have heard that fall under the broader umbrella concept of M&A.

M&A affects a wide range of participants. Founders sell their companies. Private equity (PE) firms acquire portfolio companies, sometimes through a leveraged buyout or a management buyout. Public corporations make strategic acquisitions to stay competitive. Whether you are building a startup or managing a fund, understanding how M&A works has a direct effect on your equity, your team, and your business strategy.

What is the difference between a merger and an acquisition?

A merger happens when two companies of roughly equal size agree to combine into a single new entity. Both companies cease to exist in their original form, and shareholders on both sides receive shares in the new company. Both boards of directors must approve the transaction.

An acquisition happens when one company purchases another and takes ownership. The target company either becomes a subsidiary or ceases to exist as a separate entity. Acquisitions can be friendly, meaning both sides agree, or hostile, meaning the buyer bypasses the target's board and goes directly to shareholders.

In practice, many deals described as "mergers" are functionally acquisitions. One company's leadership typically ends up running the combined entity. Here is how the two structures compare:

Merger: Two companies combine into a new entity. Both boards approve. Shareholders on each side receive shares in the combined company.
Acquisition: One company purchases the other. The buyer takes control. The target may continue as a subsidiary or be absorbed entirely.

M&A deal structures

There are three common structures for M&A transactions: a stock sale, an asset sale, and a merger. The type of transaction structure informs the level of due diligence, and the definitive documents and types of consents (both from stockholders and third parties) that will be required.

Merger

A merger occurs when two companies merge together to form one company. There are many different strategic motivations for mergers, and mergers can be financially and legally structured in different ways and even in combination with other deal types.

A merger is a true marriage of two companies. They file paperwork with the government saying that the two are now blending into one company. Mergers typically require approval by the board of directors and approval by a percentage of shareholders. Laws differ depending on what state you’re in and the governing documents for your company.

Some common financial and legal structures for M&A include:

A reverse triangular merger: The buyer forms a new subsidiary that merges with the target company, resulting in the target surviving the merger and becoming a wholly owned subsidiary of the buyer. This is the most common structure for corporate M&A.
A recapitalization: The current owner sells a majority or controlling stake to a private equity firm and changes its structure of debt and equity.
A leveraged buyout or leveraged recapitalization: A type of recapitalization where a private equity firm acquires a company with the help of debt funding, with the assets of the acquired company serving as collateral for the debt.
A divisional carve-out or spin-out: When a company wants to divest a business line or set of assets, contributes the business line or set of assets into a new entity, and then sells the entity via a stock sale or merger.

Stock sale

In a stock sale, each shareholder in your company is selling their stock to a single buyer. The selling company then becomes a subsidiary of the buyer. The feasibility of this sort of deal depends on the size and organization of your cap table, and whether you can easily coordinate every person who owns stock in your company. Legal fees could mount if the logistical aspects of this structure are difficult to accomplish.

Asset sale

An asset sale occurs when the target sells all or substantially all of its balance sheet assets to the buyer, and then typically the company dissolves and pays the proceeds of the sale to the stockholders in the company wind-down process. Examples of the types of assets sold can be intellectual property, a product line, or a subsidiary of the business. Asset sales typically exclude liabilities, like outstanding lawsuits or debts, because the buyer doesn’t want to assume the issues that go along with those liabilities.

In some cases, partial asset sales can also involve the acqui-hire of specific teams (through new offers of employment with the buyer) and associated intellectual property. Any parts of the target company that were not sold off would continue to exist and operate without the acquired teams and associated IP.

What are the types of M&A transactions?

M&A transactions are categorized by the strategic relationship between the companies involved including horizontal acquisition, vertical acquisitions, and conglomerate mergers. The type of deal determines the buyer's goals, the regulatory scrutiny it faces, and the integration challenges ahead.

Horizontal mergers

A horizontal merger combines two direct competitors in the same industry, performing similar distribution or production processes. The goal is typically to increase market share, eliminate overlapping operations, or achieve economies of scale through synergies. Because horizontal mergers reduce competition in a market, they attract the most regulatory scrutiny from antitrust authorities.

Vertical mergers

A vertical merger is an acquisition of a company in the same industry, with expertise at different stages of the distribution or production processes in order to reduce costs across the supply chain and increase overall efficiency in bringing the product or service to market. Backward integration means acquiring a supplier. Forward integration means acquiring a distributor or customer. The goal is to control more of the value chain, reduce costs, and improve coordination between stages of production and delivery.

Conglomerate mergers

A conglomerate merger combines companies in unrelated industries in order to extend corporate territories or product offerings to the customer. The primary driver is diversification — spreading risk across different markets so that a downturn in one sector does not threaten the entire business. Some middle market private equity firms pursue conglomerate strategies to build diversified portfolios.

Two related subtypes are worth noting. A market extension merger involves the same product sold in different geographies. A product extension merger involves different products sold in the same market. Both aim to broaden reach without building from scratch.

Additional types of M&A transactions

Concentric acquisitions: Companies with different products, but similar customer bases, consolidate to gain an advantage in distribution, including increased cross-selling capabilities.
Roll-ups: A strategy traditionally used by private equity firms but increasingly used by others including venture capital, buy-and-build entrepreneurs, and search funds, where a firm acquires a platform company and consolidates multiple businesses in the same industry into the platform company to achieve economies of scale and find cross-selling opportunities.
Bolt-ons or tuck-ins: Where a private equity firm acquires one or more smaller companies and merges them with a larger, more established portfolio company. The acquired company or companies typically complement the offerings, products, or geography of the current portfolio company.

The private equity M&A

Private equity firms (or private equity sponsors) are a type of professional investor that often specializes in buying and selling companies through M&A, typically taking at least majority control. PE firms use their expertise in governance, finance, strategy, and execution to improve the performance of the companies they acquire, with the aim of later exiting their investment through a sale or IPO and generating (hopefully) a competitive return on capital for their investors.

Because of this investment strategy, management teams at PE portfolio companies can expect a hands-on, growth-oriented approach from the buyer throughout the lifecycle of the investment, including in the preparation and execution of the M&A deal.

Why do companies pursue M&A?

Companies pursue M&A when the combined entity is expected to be worth more than the two businesses operating independently. This concept is called synergy, and it is the financial justification behind most deals.

The most common strategic reasons for pursuing M&A include:

Market expansion: You acquire a company that already has customers, distribution, or brand recognition in a geography or segment you want to enter.
Product diversification: You add new product lines to your portfolio without the time and cost of developing them internally.
Capability acquisition: You gain access to talent, technology, or intellectual property (IP) that would take years to build on your own.
Defensive positioning: You acquire a competitor or emerging threat before it becomes a larger challenge.
Economies of scale: You combine operations to reduce per-unit costs across manufacturing, procurement, or administration.

What are synergies in M&A?

Synergies fall into two categories, and they are not equally reliable.

Cost synergies occur when the combined company reduces expenses by eliminating redundancies, consolidating systems, or negotiating better supplier terms at higher volume. Cost synergies are more predictable because they are based on known expenses. They are typically the first to be modeled in a deal.

Revenue synergies occur when the combined company generates more sales than either could alone. This can happen through cross-selling products to each other's customer bases, expanded market access, or bundled offerings. Revenue synergies are harder to predict and are frequently overstated in deal models.

The most common situations where M&A makes sense

While virtually all deals fall into one of the three basic M&A structures, every company’s situation is different, with implications for the founders’ motivation to sell and the leverage they have to negotiate a good deal. Here are some of the most common situations that result in an M&A.

Fire sale: A fire sale can occur if the company has not gained traction in the market, burn rates are high, and options for additional funding look bleak. As a result, the company’s board and investors want the quickest way out, and founders may find themselves accepting a less-than-appealing offer for acquisition due to lack of other options.
Pivot: Companies that achieve some degree of traction may still believe there’s a ceiling on how successful they can be. In these cases, founders may decide to pivot in a new direction—for example, targeting a slightly different market, or changing the product focus.
Us or them: M&As can change the landscape, and companies don’t want to get caught on the wrong side. A growing, successful company may become an acquisition target of a larger company in its space—and may decide to sell so that the large company doesn’t acquire another, competing company and supercharge a rival.
Too good to pass up: Even if a company is doing well and has no plans to sell, founders have a fiduciary duty to their shareholders to strongly consider a compelling offer when it comes in the door.
Strategic deals: Pre-existing commercial or investment relationships between buyer and target can create strong price dynamics for founders. Because the buyer already knows the target’s executive team and has a clear view of how acquisition could help fuel their growth, they may be highly motivated to outright acquire the target.

How founders’ goals and life situations affect M&A decisions

An often-overlooked factor in an M&A deal is where founders are in their lives and careers, and what their personal and professional goals are. Here are some common stages of the founder journey, and how they factor into whether a deal gets done.

Ready for the next adventure: After years of building and scaling a company, some founders are ready to move on. Next steps may vary: They could be eager to start another company, take a break, focus on investing, or focus on family. The common thread is that their passion is leading them in a different direction.
Still hungry: The opposite can also be true—founders’ deep personal connection to the ongoing challenge of building their company makes them reluctant to sell. They started the company from nothing and brought it this far, and may be eager to continue to grow their company and less inclined to cash out—even for a solid deal.
Ready to sell — with reservations: In cases where a founding team is joining the acquiring company as part of the sale, the post-deal dynamics are a key factor. Depending on the personalities and goals of the founders, these could be crucial issues in the decision to sell.

The stages of the M&A process

So you’ve gone through your sell options, considered any offer(s) on the table, evaluated how selling fits with your company goals, and sorted through the dynamics with your board and investors. What happens next? Here’s a look at a typical M&A process:

Enlist the help of bankers

When companies decide to proactively seek to be acquired, the first two calls they generally make are to brokers (to help them shop the deal) and their law firm (to help them negotiate deal terms). The brokers, often investment bankers, will work with the target company to identify potential acquirers, strategize on how best to position the company as an acquisition target, conduct market analysis, determine a target acquisition price, and facilitate meetings with interested buyers. The law firm will help the target company understand potential deal structures, tax implications and market deal terms.

Intro meetings and pre-diligence

In your first meetings with potential buyers to discuss a deal, you’ll want to get a ballpark figure for the value of the offer to make sure it’s not a waste of everyone’s time. (This applies when the company is proactively shopping itself to multiple buyers; the valuation dynamics and timing are different in cases where there is one identified buyer that has approached the company, as in an asset sale or strategic deal.)

In these first discussions, the buyer will do some basic diligence on you and your company to confirm the buyer’s underlying assumptions about the target company are correct (the target will share some key details to add substance to your sales pitch, but this is not a full due diligence examination yet). During pre-diligence, you also will want to discuss any regulatory issues that may come up, and how seeking those approvals could affect the timeline or even jeopardize your deal.

Modeling deal outcomes

Carta’s scenario modeling allows you to visualize the expected payouts by shareholder or share class based on exit value, expected non-convertible debt, and preferential payment terms to any preferred stock. While this doesn’t replace an allocation spreadsheet or “ waterfall” (prepared in accordance with the terms of the definitive agreement governing the terms of the transaction), you’ll be able to get an understanding of anticipated returns based on deal size. This information is key as you enter into term sheet negotiations, so that you understand your breakeven valuation.

Basic terms and letter of intent

Once you agree to move forward and align on basic terms, like the purchase price of the deal, it’s time for the buyer to present the target company with a letter of intent (LOI), which is the M&A equivalent of a term sheet. This document will likely say what kind of deal structure is expected (stock sale, merger, asset purchase) but this will be pending diligence. Sometimes the type of deal will change between LOI and signing, depending on what potential roadblocks or complications are uncovered during diligence.

Document drafting and due diligence

After the letter of intent breaks down basic terms of the deal, the lawyers will get to work drafting the full, detailed deal agreements. This is the stage of the deal where your outside lawyers will really take over. There will be further negotiation at this stage about the details of the deal. This takes a bit of time, and the diligence process will run in parallel.

Due diligence is a comprehensive review of the activities of a business, including financial, commercial, and capitalization matters. Due diligence in an M&A deal is typically the most time-consuming part of the process, given the information asymmetries that could result in a buyer assuming unknown liabilities in the deal. Also, the buyer could be taking on new stockholders or investors if buyer stock is to be used as consideration in the deal, so the buyer (and potentially the target) will want to diligence those new stockholders to understand who they are and the existing rights that they have in the target company.

Signing

Once the lawyers agree on a final draft of the document, it’s time to sign on the dotted line. But don’t pop the champagne quite yet—there are still a few more steps before the money hits your account.

Regulatory approval and financing secured

Some deals, especially larger ones or any involving a foreign company, may require approval by government regulators. Deals that could be considered to diminish competition in an industry will need to be evaluated for antitrust concerns. And deals with international companies will need to be evaluated by the Committee on Foreign Investment.

Antitrust: Antitrust laws are designed to promote “vigorous competition” and protect consumers. Deals that consolidate a significant amount of market share may run into antitrust scrutiny. Your lawyer will advise you if the deal will need to be submitted to the FTC’s Bureau of Competition for antitrust evaluation. This process may change the timeline for a potential deal, so find out early on if approval is needed and plan accordingly.
Committee on Foreign Investment in the United States (CFIUS): Any deal with a foreign company will need to be evaluated by this regulatory committee. Geo-political circumstances, like the relationship between the buyer’s country and the United States and its allies, will affect how likely the deal is to be approved. When evaluating a buyer, consider the global and political circumstances surrounding the deal.

Closing the deal

In a relatively small deal, signing and closing might be simultaneous or only a few days apart. For larger deals this can take much longer, especially if regulatory approval is required. If the deal is a merger, this point is when you file a certificate of merger with the state to make it official. And then you get paid.

M&A tax implications

Both the buyer and target should engage tax professionals to advise regarding tax structuring and tax implications of the transaction. However, there are also tax implications for most security holders of the target company if they receive a payout upon closing, resulting in potentially significant tax liabilities for rank-and-file employees, who may not be prepared for the out-of-pocket tax costs that result from that type of tax event.

The target company’s stockholders may have equity that is eligible for the qualified small business stock (QSBS) tax benefit, allowing them to exclude up to 100% of federal capital gains tax. Carta can help the target company and its stockholders determine what securities are eligible for the QSBS tax benefit.

What happens after an M&A deal closes?

Closing the deal is not the end of the process. It is the beginning of the hardest phase. Post-merger integration (PMI) is the work of combining two separate businesses into one, and it is where deals are ultimately won or lost.

The key integration workstreams include systems consolidation, organizational restructuring, culture alignment, and customer and vendor communication. Each workstream involves decisions that affect your employees, your customers, and your operations. A thoughtful employee compensation strategy during integration can help retain key talent.

Many M&A deals may fail to deliver their intended value, and the primary failure point may be integration rather than the deal itself. You should build a detailed integration plan before closing, not after.

Common integration challenges include:

Conflicting technology stacks that require migration or replacement
Redundant roles that lead to restructuring and potential talent loss
Culture clash between teams with different working styles and values
Loss of key employees during the transition period

Looking out for your employees during an M&A

A merger or acquisition can have profound effects on employees, both when it comes to their equity and their life after the deal.

An exit event like a merger or acquisition is the moment when mostly-illiquid employee equity may result in a cash payout. In some circumstances, this can be a life-changing amount of money. But depending on the price of the deal, the company’s financial situation and how it compares to the valuation of the company when employees were issued equity, employees may see their equity value washed out in a merger or acquisition.

In any kind of exit or liquidation, consideration is generally paid out in the following order and not pro rata, meaning (for example) that #1 must be paid in full before #2 gets paid:

Debt holders
Preferred stock holders (mostly investors)
Common stock holders (employees and founders)
Option holders

This structure is called the liquidation stack. Most investors hold preferred stock, and most employees (often including founders) hold common stock outright or resulting from the exercise of option grants. When considering the value of a deal and the scope of conditions, keep in mind that depending on the deal size, it’s possible that some people won’t make any money—including your employees and other common stockholders.

To ensure your employees have sound tax advice and understand the financial implications of the exit, Carta offers personalized tax advice for employees. Our equity advisory services include company-wide educational sessions and unlimited, confidential one-on-one sessions with a tax advisor.