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Reverse and Forward Triangular Mergers (including “Double Dummy” Structures): Corporate Law Considerations and Tax Implications

Recording of a 90-minute premium CLE video webinar with 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.

Conducted on Wednesday, March 1, 2023

Recorded event now available

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 tax benefits and risks of each. The panel will also discuss alternative structures including double dummy holding company transactions.


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, tax considerations, and drafting approaches.



  1. Corporate law requirements
  2. Anti-assignment clauses
  3. Tax consequences and issues
  4. Double dummy holding company transactions


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 contracts, licenses and corporate attributes?


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

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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