Reverse and Forward Triangular Mergers (including “Double Dummy” Structures): Corporate Law Considerations, Tax Implications
A live 90-minute premium CLE video webinar with interactive Q&A
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.
Outline
- Corporate law requirements
- Anti-assignment clauses
- Tax consequences and issues
- Double dummy holding company transactions
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 contracts, licenses, and corporate attributes?
Faculty
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
Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He advises public and private corporations, partnerships, limited liability companies, real estate investment trusts, and other clients in U.S. and cross-border joint ventures and strategic alliances, M&As, consolidations, asset and stock acquisitions and dispositions; and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.
Close
David (Dave) Strong
Partner
Wilmer Cutler Pickering Hale and Dorr
Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and... | Read More
Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.
CloseEarly Discount (through 09/05/25)