Structuring Reverse and Forward Triangular Mergers

Anti-Assignment Triggers, Tax Implications and Employment Considerations

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


Conducted on Thursday, January 18, 2018

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to deal counsel for 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 of practitioners 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.

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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

Bouchot, Christina
Christina Queiros Bouchot

Counsel
Goodwin Procter

Ms. Bouchot advises and represents employers in a broad range of employment matters and provides employment expertise...  |  Read More

Breen, Jason
Jason C. Breen

Partner
Goodwin

Mr. Breen represents startup and later-stage companies in the software, technology and life sciences industries...  |  Read More

Flanagan, Christopher
Christopher M. Flanagan

Partner
Locke Lord

Mr. Flanagan’s general corporate and partnership tax practice focuses on tax planning and analysis in the...  |  Read More

Other Formats
— Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$297

Download

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DVD

10 business days after event

$297 + $9.45 S&H