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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

Asset Purchase - Ver2

Stock For Cash

Stock For Stock

Stock For Cash & Stock

Earnout Partial Investments

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