In addition, too short a deadline can make it difficult to implement the duty of care and too long a delay can lead to a risk of modification of the conditions, which makes the agreement unpleasant. The agreement should also contain the proposed organisational documents, the capital structure and the composition of the board of directors. This last point is important, because many mergers are based on the assumption that the leaders of the target company will be associated at a high level with the new entity. Not all shareholders of a target LLC will always want to participate in a merger transaction. It is precisely in small companies with one or a few majority shareholders and a number of minority shareholders that the prospect of a merger could seriously damage the position of the less powerful members.
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