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.
Our authoritative panel of practitioners explained key considerations for structuring an M&A deal as a reverse or forward triangular merger, potential pitfalls concerning anti-assignment clauses, important employment law and tax considerations, and drafting approaches.
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