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 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.
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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
Mr. Strong’s practice is focused on mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, and distressed situations. He also has substantial experience with regards to the tax aspects of a wide variety of capital markets transactions for domestic and foreign issuers, including initial public offerings and convertible note offerings. Mr. Strong has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications.
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