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Reverse and Forward Triangular Mergers: Anti-Assignment Triggers, Tax Implications, Employment Considerations

Note: CPE credit is not offered on this program

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Wednesday, April 15, 2020

Recorded event now available

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This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panelist will discuss the law on reverse and forward triangular mergers and the benefits and risks of each alternative.


Merger transactions are often structured as triangular mergers, which involves the buyer forming a wholly-owned subsidiary that is merged with or into the target company. Triangular mergers may be forward or reverse. Tax, legal, and other factors drive the decision of which structure to pursue.

Reverse triangular mergers may be an option if the buyer's objective is to protect the value of contractual rights and licenses of the target company or avoid a transfer of assets, employees, and corporate and tax attributes. Forward triangular mergers may be beneficial where the objective is issuance of stock consideration to the target company shareholders in a tax efficient manner.

Listen as Gilbert J. Bradshaw, Managing Partner at Wilson Bradshaw, explains key considerations for structuring an M&A deal as a reverse or forward triangular merger, discusses potential pitfalls concerning anti-assignment clauses, summarizes important employment law and tax considerations, and offers drafting approaches.



  1. Corporate law requirements
  2. Anti-assignment clauses
  3. Tax consequences and issues
  4. Employment law considerations


The panelist will review these and other key issues:

  • What are the advantages and disadvantages of structuring an acquisition as a forward or reverse triangular merger?
  • What risks are associated with triangular mergers and what should counsel consider when structuring the acquisition?
  • What are the tax costs and risks in a triangular merger?
  • What is the impact of a triangular merger on employees, contracts, and corporate attributes?


Bradshaw, Gilbert
Gilbert J. Bradshaw

Managing Partner
Wilson Bradshaw & Cao

Mr. Bradshaw is a corporate and transactional attorney with experience on both the lender/underwriter side as well as...  |  Read More

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