reverse triangular merger

reverse triangular merger
USA
A form of merger in which:
The buyer forms a subsidiary and that merger subsidiary merges with and into the target company.
The target company assumes all of the merger subsidiary's assets, rights and liabilities by operation of law.
The merger subsidiary ceases to exist as a separate entity.
The target company survives the merger and becomes the buyer's subsidiary.
This is shown in the diagram below:
For more information on mergers, see Practice Notes, Private Mergers: Overview (www.practicallaw.com/0-380-9145) and Public Mergers: Overview (www.practicallaw.com/4-382-2164).
Related terms

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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