Reverse triangular merger

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Reverse triangular merger

Reverse Triangular Merger

In mergers and acquisitions, a situation in which a company is acquiring a publicly-traded target company and, in the process, a subsidiary of the acquiring company merges with the target company. When this occurs, the equity of the subsidiary is reflected in the target company's stock. The result makes the target company a wholly owned subsidiary, and shareholders in the target company instead receive shares in the acquiring company. Reverse triangular mergers occur when regulations or contracts require that certain assets not change hands.

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Reverse subsidiary merger

References in periodicals archive ?

and the Neova dermatological products business from PhotoMedex, Inc., in a transaction structured in two reverse triangular mergers, with a non-dilutive provision, DS said.

DS Healthcare to Acquire Medical Device, Dermatology Businesses

351 exchanges, certain reverse triangular mergers, and certain triangular reorganizations involving foreign corporations.

Update on determinations of target stock basis in B reorgs

Under current law, a merger transaction effected pursuant to foreign law does not qualify as an "A" reorganization, because, as noted above, by definition, such a transaction cannot be a "statutory merger or consolidation." Likewise, forward-triangular mergers (35) and reverse triangular mergers (36) undertaken pursuant to foreign law are not available because both types of reorganizations require that the transaction would otherwise qualify as an "A" reorganization.

New regulations would permit cross-border "A" reorganizations for the first time in 70 years

81-70's use was expanded to apply to certain reverse triangular mergers under Treas.

Taxpayers previously involved in tax-free stock-for-stock exchanges qualifying as either a "B" reorganization or a reverse triangular merger could be significantly affected by the IRS's final word on basis study computation.

Basis studies are given red flags Revenue Procedure 81-70: past, present and future

368(a)(1)(C)), and forward or reverse triangular mergers under Sec.

New COSI rules eased for S Corporations

For this purpose reverse triangular mergers under See.

Reflections on the new COBE regs

98-10 is consistent with the regulations governing reverse triangular mergers. Regs.

Securities exchanges incident to B reorgs

However, forward and reverse triangular mergers are less flexible than straight mergers.

The brand new world of S corporation reorganizations

368(a)(2)(C)), or to permit forward and reverse triangular mergers (Sec.

Getting back to basics - proposed continuity regulations

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