The Reverse Triangular Merger Agreement is a fundamental document in U.S. corporate law used when a company wishes to acquire another company while maintaining the target's corporate existence. This structure is often preferred because it minimizes third-party consent requirements and preserves the target's contracts, licenses, and permits. The agreement details all aspects of the transaction, including share conversion, representations and warranties, and operational covenants. It's particularly useful when the target has valuable contracts or licenses that would be disrupted by other merger structures. The document must comply with state corporate laws (often Delaware) and federal securities regulations.
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1. Parties: Identification of Parent company, Merger Sub, and Target company
2. Background: Context and purpose of the merger transaction
3. Definitions: Key terms used throughout the agreement
4. The Merger: Structure, effects, and mechanics of the reverse triangular merger
5. Consideration: Terms of payment/exchange of shares
6. Representations and Warranties: Statements of fact by all parties about their business and operations
7. Covenants: Pre-closing and post-closing obligations of the parties
8. Closing Conditions: Requirements that must be met before closing
9. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Treatment of employee benefits, compensation, and related arrangements in the context of the merger
2. Tax Matters: Specific tax treatment, allocations, and structuring considerations for the merger transaction
3. Financing: Terms and conditions of any financing arrangements required to complete the merger
1. Disclosure Schedules: Detailed schedules containing exceptions to representations and warranties made by the parties
2. Form of Certificate of Merger: Legal document to be filed with Secretary of State to effectuate the merger
3. Surviving Corporation Governance Documents: Post-merger bylaws and articles of incorporation of the surviving entity
4. Required Consents Schedule: Comprehensive list of third-party approvals and regulatory consents needed for the merger
5. Material Contracts Schedule: List and copies of key agreements affecting the merger transaction
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