Reverse and Forward Triangular Mergers (including “Double Dummy†Structures): Corporate Law Considerations and Tax Implications

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Wednesday, March 1, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide deal counsel in structuring a transaction as a reverse or forward triangular merger. The panel will discuss the law on reverse and forward triangular mergers and the tax benefits and risks of each. The panel will also discuss alternative structures including double dummy holding company transactions.
Faculty

Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.

Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He advises public and private corporations, partnerships, limited liability companies, real estate investment trusts, and other clients in U.S. and cross-border joint ventures and strategic alliances, M&As, consolidations, asset and stock acquisitions and dispositions; and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.
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 our authoritative panel discusses key considerations for structuring an M&A deal as a reverse or forward triangular merger, potential pitfalls concerning anti-assignment clauses, tax considerations, and drafting approaches.
Outline
- Corporate law requirements
- Anti-assignment clauses
- Tax consequences and issues
- Double dummy holding company transactions
Benefits
The panel 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 contracts, licenses and corporate attributes?
Related Courses

Management Incentive Equity in Private M&A: Equity Arrangements, Vesting, Transferability, Tax Considerations
Wednesday, April 2, 2025
1:00 PM E.T.
Recommended Resources
Navigating Modern Legal Challenges: A Comprehensive Guide
- Business & Professional Skills
- Career Advancement
How to Build a Standout Personal Brand Without Sacrificing Billable Hours
- Career Advancement