A reverse triangular merger is a merging process that was developed as an advancement of the merging process in order to more easily execute a purchase of a target company, whilst enjoying the benefits of a merger, in comparison to a direct purchase. If the company being sought after for purchase (the Target Company) is a public company, a simple majority approval vote of shareholders and board of directors is required, and there is no need for a special majority vote (95% of shareholders agree). In a reverse triangular merger, the purchasing company sets up a subsidiary with a sole purpose of absorbing the Target Company, and is used to provide an easy basis for controlling the Target Company’s assets. The subsidiary purchases the entire activity of the Target Company, and then merge, so the control remains in the hands of the purchasing company.
What is a Reverse Triangular Merger ?
About the Author: Gal Barash
Third year Law & Government student at the IDC Herzliya. Dreams of becoming a lawyer in the entrepreneurial world and enjoys surfing, playing the guitar and travelling during his free time.