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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, April 15, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panelist will discuss the law on reverse and forward triangular mergers and the benefits and risks of each alternative.

Faculty

Gilbert J. Bradshaw
Managing Partner
Wilson Bradshaw & Cao, LLP

Mr. Bradshaw is a corporate and transactional attorney with experience on both the lender/underwriter side as well as on the company side. He provides ongoing corporate counsel to small and mid-sized issuers as well as private companies looking to raise capital or go public on the national stock exchange as well as over-the-counter markets. Mr. Bradshaw represents companies in reverse mergers and forward mergers, engaging in the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements, and reorganization agreements. Mr. Bradshaw is also an adjunct professor of securities regulation at the USC Gould School of Law, California.

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Description

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.

Reverse triangular mergers may be an option if the buyer's objective is to protect the value of contractual rights and licenses of the target company or avoid a transfer of assets, employees, and corporate and tax attributes. Forward triangular mergers may be beneficial where the objective is issuance of stock consideration to the target company shareholders in a tax efficient manner.

Listen as Gilbert J. Bradshaw, Managing Partner at Wilson Bradshaw, explains key considerations for structuring an M&A deal as a reverse or forward triangular merger, discusses potential pitfalls concerning anti-assignment clauses, summarizes important employment law and tax considerations, and offers drafting approaches.

Outline

  1. Corporate law requirements
  2. Anti-assignment clauses
  3. Tax consequences and issues
  4. Employment law considerations

Benefits

The panelist will review these and other key issues:

  • What are the advantages and disadvantages of structuring an acquisition as a forward or reverse triangular merger?
  • What risks are associated with triangular mergers and what should counsel consider when structuring the acquisition?
  • What are the tax costs and risks in a triangular merger?
  • What is the impact of a triangular merger on employees, contracts, and corporate attributes?