News & Analysis as of

Subsidiaries Reverse Triangular Mergers

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Determined a Subsidiary Stock Sale Does Not Make Prior Capitalized Transaction Costs Deductible

A recent Technical Advice Memorandum (TAM) issued by the Internal Revenue Service (IRS) National Office concludes that a target company required under Internal Revenue Code Section 263(a) regulations to capitalize costs that...more

Patton Sullivan Brodehl LLP

“Reverse Triangular Merger” Doesn’t Transfer Title to Entity’s Real Property

A recent LLC Jungle blog post covered the impact of “conversion” from a different form of entity to an LLC — generally, the entity’s rights and liabilities remain the same. But what about a more sophisticated transaction...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Strictly Construes Appraisal Statute to Deny Stockholders Appraisal Rights in a Reverse Triangular Merger

In City of North Miami Beach Gen. Employees’ Ret. Plan v. Dr Pepper Snapple Group, Inc., C.A. No. 2018-0227-AGB, 2018 WL 2473150 (Del. Ch. June 1, 2018), the Delaware Court of Chancery (Bouchard, C.) denied stockholders of Dr...more

Allen Matkins

Courts Consider Anti-Assignment Clauses And Reverse Triangular Mergers

Allen Matkins on

In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring corporation or some...more

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