Abstract:
The reverse triangular merger procedure is similar in structure to the
triangular merger, with the would-be acquirer, Company H, forming a
wholly-owned subsidiary, Company S, to act as the acquisition vehicle for the
merger with the target, Company T. The essential difference between the
triangular merger and the reverse triangular merger structure is that in the
former, Company T merges into Company S with Company S remaining in
existence as the surviving company, while in the latter it is Company T that is
the surviving company. Thus, paradoxically, the target company is the
surviving company in a reverse triangular merger and the acquiring company
disappears.
