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

A live 90-minute premium CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Wednesday, March 1, 2023

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

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

Description

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 our authoritative panel discusses key considerations for structuring an M&A deal as a reverse or forward triangular merger, potential pitfalls concerning anti-assignment clauses, employment law, and tax considerations, as well as drafting approaches.

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Outline

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

Benefits

The panel 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?

Faculty

DeFeo, Morris
Morris F. DeFeo, Jr.

Partner; Chair, Corporate Department
Herrick, Feinstein

Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A...  |  Read More

Strong2, David
David (Dave) Strong

Partner
Wilson Sonsini Goodrich & Rosati

Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital...  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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