Once the transaction closes, 3G and Berkshire will have control over the company. According to reports, Mr. Buffett will appoint three directors and 3G another three. Five other directors will be appointed by Kraft. But don’t be fooled. Berkshire and 3G can simply act together and replace the Kraft directors at whim.

This control can be exercised at any time. The certificate of incorporation of the new company is being amended to allow shareholders to act by written consent. Under the certificate, 3G and Berkshire acting alone as majority shareholders can remove directors at any time if the majority of the board approves it. Without board approval, directors can be replaced by 3G and Berkshire at any annual meeting.

With 3G and Berkshire in control, this might leave Kraft shareholders wondering what protections they have. Sometimes, in a case like this you will see minority protections in the certificate of the surviving company. These can include minimum pricing requirements if the controlling shareholder tries to purchase their shares. It can also include a requirement that the board include independent directors. But in this case, there are none of these included. Shareholders will instead have to rely on the basic protections afforded by Delaware, where the combined company will be incorporated.

The bottom line is that this will be a company run by 3G and Berkshire with little input from Kraft shareholders. Expect huge cost cuts to get that $1.5 billion in annual cost savings that Heinz expects. And remember, Kraft executives — 3G executives fly coach. Enjoy!

To appeal to Kraft, the parties have agreed that the headquarters for the combined company will be in both Pittsburgh and Chicago for the time being, something that is not bound to last given the cost-cutting penchant of 3G. The combination agreement among the parties states that the two headquarters approach will take effect when the deal closes and ”following” that time. But what does following mean? A day? A year? Forever? And who would complain? Since the merger agreement doesn’t allow anyone to enforce the two headquarters provision, no one can complain if Heinz moves everything to Pittsburgh (or vice versa). Additionally, companies will sometimes make a contractual commitment to continue to support charities in their hometowns, as occurred when Berkshire Hathaway bought Wrigley. This is not the case here. Instead, Heinz and Kraft said they remain “committed” to their community charities, but did not contractually commit to anything.

Still, 3G and Mr. Buffett did not move Heinz abroad. Mr. Buffett would not want to be seen as arbitraging tax too much. (He did participate in the Tim Hortons deal that moved Burger King to Canada, though that could be explained by the fact Tim Hortons was the bigger company.)

Both companies are in the packaged food business, so antitrust issues may arise in this transaction. Heinz has agreed to take all steps to clear the transaction with the antitrust authorities, including divestitures, except as would have a “material adverse effect” on the combined company. This is what is known in the industry as a modified hell-or-high-water provision since it requires Heinz to take some steps, but not every step, to satisfy the authorities. The merger agreement does not define a material adverse effect. But based on precedent, we are talking about the possibility of billions in divestitures before the company is materially harmed. This provides Kraft with a lot of cover to get the deal done without the antitrust authorities blocking it or Heinz refusing to settle. Still, there is no termination fee to be paid to Kraft if this deal is blocked.