The introduction of the statutory merger in South African corporate law : majority rule offset by the appraisal right (Part 2)

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.