Structuring Reverse and Forward Triangular Mergers
Anti-Assignment Triggers, Tax Implications and Employment Considerations
Recording of a 90-minute CLE webinar with Q&A
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.
- Corporate law requirements
- Anti-assignment clauses
- Tax consequences and issues
- Employment law considerations
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?
Christina Queiros Bouchot
Ms. Bouchot advises and represents employers in a broad range of employment matters and provides employment expertise... | Read More
Ms. Bouchot advises and represents employers in a broad range of employment matters and provides employment expertise on various corporate transactions. She handles employment-related litigation (including wage and hour class actions and whistleblowing and retaliation matters) before state and federal courts and agencies. Ms. Bouchot counsels clients on employment-related issues, such as employee discipline and termination, large-scale reductions-in-force, sexual harassment and other discrimination matters, development of well-crafted personnel policies, compliance with wage and hour and classification regulations, and the development and enforcement of employee noncompetition and confidentiality agreements.Close
Jason C. Breen
Mr. Breen represents startup and later-stage companies in the software, technology and life sciences industries... | Read More
Mr. Breen represents startup and later-stage companies in the software, technology and life sciences industries throughout their corporate life cycle, with a particular focus on mergers, acquisitions, divestitures, financings and other strategic transactions. He also represents venture capital, growth equity and private equity funds focusing on technology and life sciences companies.Close
Christopher M. Flanagan
Mr. Flanagan’s general corporate and partnership tax practice focuses on tax planning and analysis in the... | Read More
Mr. Flanagan’s general corporate and partnership tax practice focuses on tax planning and analysis in the transactional area. He has particular experience in representing public and private companies in taxable and tax-free acquisitions and divestitures of corporate subsidiaries and divisions, and in reorganizations and restructurings. Mr. Flanagan also represents companies in the structuring and formation of major corporate joint ventures, LLCs, and large venture capital/private equity funds, as well as advising companies on the tax issues attendant to both public and private debt and equity offerings.Close