Agreement Of Merger Between Three Corporations (Triangular Merger) (63 Pages)
This Form is a Form of a Merger Agreement between three corporations. It is sometimes called a “triangular” merger, since Company A is merging with Company C, which in turn is owned as a subsidiary by Company B. When the transactions are completed, Company C will cease to exist, Company A will have acquired the controlling shares of Company B by virtue of its takeover of Company C (note that prior to the merger, Company B and Company C exchange their shares of stock) and Company A is the surviving Company.
This Form is a Form of a Merger Agreement between three corporations. It is sometimes called a “triangular” merger, since Company A is merging with Company C, which in turn is owned as a subsidiary by Company B. When the transactions are completed, Company C will cease to exist, Company A will have acquired the controlling shares of Company B by virtue of its takeover of Company C (note that prior to the merger, Company B and Company C exchange their shares of stock) and Company A is the surviving Company.
This Form also includes an additional feature – a required public offering of shares and warrants by Company B before the merger transaction is concluded. This is intended to secure additional cash for Company B, and make its acquisition more attractive to Company A. If this additional feature of this Form is not desired, it can be deleted without adversely affecting in any way the terms of the Merger Agreement among the parties.
Note the extensive representations and warranties that must be made by each of the parties to this Agreement.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others. He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].