368-2(b) (1)(iii), Example (4), will allow a triangular consolidation or amalgamation to qualify if the transaction meets all the tests (including the "substantially all" test) under the reorganization rules applicable to forward triangular mergers
under Sec: 368(a)(2)(D).
This will have no effect if a new subsidiary is the transferee in a forward triangular merger
, but could be a problem in a reverse triangular merger or if an existing subsidiary with E&P is used in the forward triangular merger
It is the intent of the parties to negotiate a mutually satisfactory merger transaction in the form of a forward triangular merger
, reverse triangular merger or other form of reverse merger.
CORRECTION (ran 3/30/02): The Skillern family's Kendall Automotive Group and Steve Romania's Romania auto dealerships have merged in a legal procedure known as a forward triangular merger
In the example above, the transaction could not have qualified as a C reorganization or a forward triangular merger
(by reason of Sec.