On the subject of one non-profit taking over another: “It’s unusual,” said Samuel J. Erkonen, an attorney from Howe Hutton that has been retained by the Marine Hotel Association (MHA) in regards to a potential merger with the Cruise Lines International Association (CLIA).
“We don’t see it every day but it does occur.”
The law firm oversees a large number of non-profit clients.
“When you have a merger in the non-profit world, you start with two fish in the tank and you end up with one,” Erkonen told Cruise Industry News.
The lawyer said that the organization that is being acquired should be investigating what they are getting in return and what their members are getting in return.
“And we need to have good answers for that,” he added.
Another source familiar with the MHA board who asked not to be identified said CLIA has been unable to answer what the benefits of a merger would be, and CLIA had assumed the merger would not go to a membership vote.
The two groups have signed a Memorandum of Understanding that includes a due diligence program that runs through late May that will ultimately end up in a membership vote.
Through that time window, the two groups are trading financial documents and other files.
“We wanted to see contracts of other similar transactions,” Erkonen said. “Due to the unusual nature of the deal we are still exploring that. We want to see what has been done in the past and how the acquired organizations have survived.”
