Acquire a company

Last updated Jun 14, 2026

Stock or asset purchase, due-diligence data room, signing & closing, indemnity escrow, post-closing integration.

10 calls · 9 webhooks · spans 60–120 days

Trigger

You've agreed price and structure; now you have to actually close.

Call sequence

1. Initiate the corporate transaction

POST /v1/corporate_transactions  { entity, kind: 'acquisition' }

2. Open a data room

POST /v1/data_rooms  { transaction }

3. Run §280G analysis if needed

POST /v1/parachute_analyses  { transaction }

4. Run cleansing vote if needed

POST /v1/parachute_analyses/{id}/run

5. Open escrow

POST /v1/escrows  { transaction, amount }

6. Advance through stages

POST /v1/corporate_transactions/{id}/advance

Idempotency

Transaction creation idempotent on `(entity, counterparty, kind)`.

Webhooks

Event	Description
`corporate_transaction.created`	Transaction open.
`data_room.created`	Data room ready.
`parachute_analysis.completed`	If applicable.
`corporate_transaction.signed`	Definitive docs executed.
`corporate_transaction.closed`	Money flowed; integration begins.

Errors

Status	Code	Description
`422`	`readiness_gate_not_passed`	Some pre-condition is unmet. Inspect the readiness payload.

Run a 280G cleansing voteStrip the §280G excise tax.Close an acquihireAcquihire-specific path.

When to reach for it

Use this recipe when the target keeps its legal existence as a subsidiary of the acquirer (stock-for-stock or stock-for-cash). Sibling recipes:

Both entities collapse into one survivor → merge-companies.
Asset-only transfer (no equity flip) → execute-an-asset-sale.
100%-cash buyout of selling shareholders → execute-a-stock-sale.
Acquirer takes the team but not the entity → close-an-acquihire.

Cascade outcome

A CorporateTransaction (ctx_…) walked end-to-end. On close:

Target Entity.state transitions active → acquired.
Cap-table ownership is transferred to the acquirer (existing Stakeholder rows are reassigned; the share ledger records a transfer_to_acquirer entry per class).
Acquirer-side Filing records: Form 8-K (if public), state notices in every jurisdiction the target was qualified in.
Document pack: LOI, definitive merger / stock-purchase agreement, board resolutions for both sides, stockholder consent on the target side.
Standing Authorization resources for each consequential advance: loi → definitive, definitive → closing, closing → closed. Each requires a human signature.

Strict per-entity ordering. The cascade walks four advances; each fires authorization.created, the human approves, authorization.approved fires, then the corresponding corporate_transaction.advanced rolls forward.

corporate_transaction.created — kind: acquisition, stage: loi.
document.generated ×N — LOI, board resolutions, stockholder consent.
authorization.created — for the loi → definitive advance.
authorization.approved — once the human signs.
corporate_transaction.advanced — stage: definitive.
(repeat advance/approve cycle for definitive → closing)
filing.submitted, filing.accepted — Form 8-K and state notices.
corporate_transaction.advanced — stage: closing.
(final advance to closed — also requires Authorization)
corporate_transaction.closed — terminal.
entity.state_changed — target moves active → acquired.

Error recovery

Failure	Cause	Remediation
`409 invalid_stage_transition`	Tried to advance past a stage that's not yet ready (e.g. `closing` while diligence is open).	Read `corporate_transaction.stage`; advance one stage at a time.
`409 dissolution_blocked_open_obligations`	Target has lapsed compliance — acquisition workflow refuses to close until the cap-table is clean.	Run `POST /v1/workflows/file_all_due` on the target first.
`403 max_consideration_exceeded`	The token's `limits.max_consideration_usd` cap was hit.	Mint a higher-cap token, or split the consideration into a separate side-letter handled outside Matter.
`422 acquirer_not_resolvable`	`acquirer.external_name` set but the workflow couldn't disambiguate from the SoS registry.	Pass `acquirer.entity_id` if both sides are on Matter, or `acquirer.tax_id` to disambiguate.
`409 authorization_already_resolved`	Retried after a denial.	The transaction is `terminated`; open a new one.

Full taxonomy: errors.

POST /v1/corporate_transactions — the underlying primitive.
Exit phase — full state machine and kind-to-terminal-state mapping.
Merge companies — collapse-into-survivor variant.
Execute an asset sale — asset-only variant.
Execute a stock sale — 100%-cash buyout.
Run a 280G cleansing vote — required before close when officer parachutes exceed 3×.

Last updated Jun 14, 2026

Stock or asset purchase, due-diligence data room, signing & closing, indemnity escrow, post-closing integration.

10 calls · 9 webhooks · spans 60–120 days

Trigger

You've agreed price and structure; now you have to actually close.

Call sequence

1. Initiate the corporate transaction

POST /v1/corporate_transactions  { entity, kind: 'acquisition' }

2. Open a data room

POST /v1/data_rooms  { transaction }

3. Run §280G analysis if needed

POST /v1/parachute_analyses  { transaction }

4. Run cleansing vote if needed

POST /v1/parachute_analyses/{id}/run

5. Open escrow

POST /v1/escrows  { transaction, amount }

6. Advance through stages

POST /v1/corporate_transactions/{id}/advance

Idempotency

Transaction creation idempotent on `(entity, counterparty, kind)`.

Webhooks

Event	Description
`corporate_transaction.created`	Transaction open.
`data_room.created`	Data room ready.
`parachute_analysis.completed`	If applicable.
`corporate_transaction.signed`	Definitive docs executed.
`corporate_transaction.closed`	Money flowed; integration begins.

Errors

Status	Code	Description
`422`	`readiness_gate_not_passed`	Some pre-condition is unmet. Inspect the readiness payload.

Run a 280G cleansing voteStrip the §280G excise tax.Close an acquihireAcquihire-specific path.

When to reach for it

Use this recipe when the target keeps its legal existence as a subsidiary of the acquirer (stock-for-stock or stock-for-cash). Sibling recipes:

Both entities collapse into one survivor → merge-companies.
Asset-only transfer (no equity flip) → execute-an-asset-sale.
100%-cash buyout of selling shareholders → execute-a-stock-sale.
Acquirer takes the team but not the entity → close-an-acquihire.

Cascade outcome

A CorporateTransaction (ctx_…) walked end-to-end. On close:

Target Entity.state transitions active → acquired.
Cap-table ownership is transferred to the acquirer (existing Stakeholder rows are reassigned; the share ledger records a transfer_to_acquirer entry per class).
Acquirer-side Filing records: Form 8-K (if public), state notices in every jurisdiction the target was qualified in.
Document pack: LOI, definitive merger / stock-purchase agreement, board resolutions for both sides, stockholder consent on the target side.
Standing Authorization resources for each consequential advance: loi → definitive, definitive → closing, closing → closed. Each requires a human signature.

Expected webhooks

corporate_transaction.created — kind: acquisition, stage: loi.
document.generated ×N — LOI, board resolutions, stockholder consent.
authorization.created — for the loi → definitive advance.
authorization.approved — once the human signs.
corporate_transaction.advanced — stage: definitive.
(repeat advance/approve cycle for definitive → closing)
filing.submitted, filing.accepted — Form 8-K and state notices.
corporate_transaction.advanced — stage: closing.
(final advance to closed — also requires Authorization)
corporate_transaction.closed — terminal.
entity.state_changed — target moves active → acquired.

Error recovery

Failure	Cause	Remediation
`409 invalid_stage_transition`	Tried to advance past a stage that's not yet ready (e.g. `closing` while diligence is open).	Read `corporate_transaction.stage`; advance one stage at a time.
`409 dissolution_blocked_open_obligations`	Target has lapsed compliance — acquisition workflow refuses to close until the cap-table is clean.	Run `POST /v1/workflows/file_all_due` on the target first.
`403 max_consideration_exceeded`	The token's `limits.max_consideration_usd` cap was hit.	Mint a higher-cap token, or split the consideration into a separate side-letter handled outside Matter.
`422 acquirer_not_resolvable`	`acquirer.external_name` set but the workflow couldn't disambiguate from the SoS registry.	Pass `acquirer.entity_id` if both sides are on Matter, or `acquirer.tax_id` to disambiguate.
`409 authorization_already_resolved`	Retried after a denial.	The transaction is `terminated`; open a new one.

Full taxonomy: errors.

POST /v1/corporate_transactions — the underlying primitive.
Exit phase — full state machine and kind-to-terminal-state mapping.
Merge companies — collapse-into-survivor variant.
Execute an asset sale — asset-only variant.
Execute a stock sale — 100%-cash buyout.
Run a 280G cleansing vote — required before close when officer parachutes exceed 3×.

Acquire a company

Trigger

Call sequence

1. Initiate the corporate transaction

2. Open a data room

3. Run §280G analysis if needed

4. Run cleansing vote if needed

5. Open escrow

6. Advance through stages

Idempotency

Webhooks

Errors

When to reach for it

Cascade outcome

Expected webhooks

Error recovery

On this page

Acquire a company

Trigger

Call sequence

1. Initiate the corporate transaction

2. Open a data room

3. Run §280G analysis if needed

4. Run cleansing vote if needed

5. Open escrow

6. Advance through stages

Idempotency

Webhooks

Errors

When to reach for it

Cascade outcome

Expected webhooks

Error recovery

On this page

Acquire a company

Trigger

Call sequence

1. Initiate the corporate transaction

2. Open a data room

3. Run §280G analysis if needed

4. Run cleansing vote if needed

5. Open escrow

6. Advance through stages

Idempotency

Webhooks

Errors

Related

On this page

Acquire a company

Trigger

Call sequence

1. Initiate the corporate transaction

2. Open a data room

3. Run §280G analysis if needed

4. Run cleansing vote if needed

5. Open escrow

6. Advance through stages

Idempotency

Webhooks

Errors

Related

On this page