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Types of Acquisitive Reorganizations
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• Type A reorganizations - statutory mergers and consolidations, forward and reverse triangular mergers
• Type B reorganizations - stock for stock exchanges
• Type C reorganizations - exchanges of stock for assets
• Section 351 transactions
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Type A Reorganizations
• Must meet requirements of state law– Typically requires approval of shareholders of
both target and acquirer
• Merger: target is liquidated into the acquiring corporation; target shareholders receive acquiring corporation stock
• Consolidation: target and acquirer combine to form new legal entity whose stock is issued to both shareholder groups
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Type A Reorganizations continued
• Forward triangular merger: Acquirer forms a new subsidiary into which target is merged, then sub may be liquidated into acquirer
• Reverse triangular merger: Acquirer forms a new subsidiary which merges into target, with target as the surviving entity
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Anatomy of LOI - Ver1
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Asset vs. Stock Purchase
Purchase Price Payment Considerations
Ways to Structure the Deal - Ver1
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Structuring Effective Earnouts
Tax Implications
What is a Reverse Merger?
LOI Tools and Templates Full Buyout
Asset Purchase - Ver1
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Stock For Cash
Stock For Stock
Stock For Cash & Stock
Earnout Partial Investments
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