M&A Conditions Precedent Checklist - Alaska

M&A CONDITIONS PRECEDENT CHECKLIST

State of Alaska

Transaction Name: [________________________________]
Transaction Type: ☐ Stock Purchase ☐ Asset Purchase ☐ Statutory Merger ☐ Other: [________________________________]
Seller/Target: [________________________________]
Buyer/Acquirer: [________________________________]
Anticipated Closing Date: [__/__/____]
Definitive Agreement Date: [__/__/____]
Outside Date (Drop-Dead Date): [__/__/____]
Deal Counsel (Seller): [________________________________]
Deal Counsel (Buyer): [________________________________]

STATUS KEY:

• NS = Not Started
• IP = In Progress
• PC = Pending Counterparty
• PR = Pending Regulatory
• C = Complete
• W = Waived
• NA = Not Applicable

PART I: PRE-CLOSING CONDITIONS

A. Regulatory Approvals

B. Third-Party Consents

C. Stockholder/Member Approvals

PART II: SELLER'S CONDITIONS TO CLOSING (Conditions for Seller's Benefit)

A. Representations and Warranties Bring-Down

B. Buyer's Covenants Performed

C. Other Seller Conditions

PART III: BUYER'S CONDITIONS TO CLOSING (Conditions for Buyer's Benefit)

A. Representations and Warranties Bring-Down

B. Seller's Covenants Performed

C. No Material Adverse Change (MAC/MAE)

D. Legal Opinions

E. Financial and Diligence Conditions

F. Employee and Benefits Conditions

G. Insurance / RWI Conditions (if Applicable)

PART IV: MUTUAL CONDITIONS TO CLOSING

PART V: ALASKA-SPECIFIC REQUIREMENTS

A. State Merger Filings (Statutory Merger Transactions)

B. Alaska Good Standing and Entity Status

C. Alaska Tax Matters

D. Alaska-Specific Licensing and Permits

E. Bulk Sales Considerations

PART VI: CLOSING DELIVERABLES CHECKLIST

A. Seller's Closing Deliverables

B. Buyer's Closing Deliverables

C. Funds Flow and Payment

PART VII: POST-CLOSING CONDITIONS AND OBLIGATIONS

PART VIII: PRACTICE NOTES -- ALASKA-SPECIFIC

Key Alaska Considerations

1. Merger Statute Framework: Alaska domestic-corporation mergers proceed under AS 10.06.530-.562. Cross-entity combinations may use AS 10.55.201-.206, but AS 10.55.201(c)(1)(A) excludes mergers proceeding under AS 10.06.530-.562. Classify the constituents before choosing the filing route.

2. Filing Office: All merger documents are filed with the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing, PO Box 110806, Juneau, AK 99811-0806.

3. Low Filing Fees: Alaska's Statement of Merger filing fee is $25, among the lowest in the nation. However, standard processing takes 10-15 business days; plan accordingly.

4. Shareholder Approval: Under AS 10.06.546, an ordinary merger requires at least two-thirds of the outstanding shares of each constituent. Required class approval is also at least two-thirds of each voting class, together with at least two-thirds of total shares entitled to vote.

5. Dissenters' Rights: AS 10.06.574-.582 supplies a strict objection, election, certificate-submission, offer, payment, and valuation procedure, subject to statutory eligibility exclusions. Merely voting against or abstaining does not replace those steps.

6. Subsidiary Merger: Under AS 10.06.554, a corporation owning at least 90 percent of every outstanding class of a subsidiary may merge the subsidiary into itself without a shareholder vote. AS 10.06.556 requires the surviving parent's board plan, mailing to subsidiary shareholders, and specified articles; filing is governed by AS 10.06.558.

7. No Bulk Sales Act: Alaska has repealed UCC Article 6 (Bulk Transfers). There is no state-level bulk sales compliance obligation, but contractual provisions may impose similar requirements.

8. Corporate Income Tax: Alaska imposes a corporate net income tax (AS 43.20). Ensure final returns are filed and obligations cleared. Alaska does not impose a personal income tax or general sales tax.

9. Oil, Gas, and Natural Resources: For transactions involving oil and gas assets, additional considerations include production tax (AS 43.55), oil and gas property tax (AS 43.56), and Alaska Oil and Gas Conservation Commission filings.

10. Alaska Native Corporation Lands: If the target holds interests in Alaska Native corporation lands or assets, ANCSA restrictions on transfer may apply. Consult with Native corporation counsel.

Common Pitfalls

• Failing to account for Alaska's processing times when scheduling closing
• Not checking for local borough or municipality business license requirements
• Overlooking fisheries or natural resource permits that may require separate agency approval
• Assuming no state tax clearance is needed -- Alaska does impose corporate income tax
• Neglecting dissenter's rights notice requirements
• Forgetting to withdraw foreign entity qualification after merger (if disappearing entity was foreign-qualified)
• Not verifying biennial report is current before filing merger documents

RWI and Insurance Considerations

• For Alaska transactions, RWI underwriters may have limited familiarity with Alaska-specific regulatory requirements. Ensure the policy does not exclude Alaska-specific representations.
• D&O tail policies should be bound at or before closing. Typical tail period is 6 years.
• If the target has environmental exposure (common in Alaska given oil/gas and mining operations), confirm whether environmental liabilities are covered or excluded under the RWI policy.

Timing and Scheduling Notes

• Alaska DCCED standard processing: 10-15 business days for merger filings
• No expedited processing is generally available; plan filing well in advance of target closing date
• HSR filing (if applicable): ordinarily 30 days after FTC/DOJ receipt of both required notifications; 15 days for a cash tender offer after receipt of the acquiring person's notification, subject to statutory extensions
• Dissenter's rights demand period must be factored into the timeline

SOURCES AND REFERENCES

• Alaska Entity Transactions Act: AS 10.55.201-10.55.206
• Alaska Department of Commerce — official Corporations statutes and regulations, revised June 26, 2026
• Alaska DCCED Corporation Forms and Fees: commerce.alaska.gov
• Statement of Merger Form (08-564): commerce.alaska.gov
• Hart-Scott-Rodino Act, 15 U.S.C. 18a; 2026 thresholds: ftc.gov
• Alaska Dissenters' Rights: AS 10.06.574-10.06.582