Reverse Triangular Merger

Category: infrastructure

An acquisition structure where a subsidiary formed by the buyer merges into the target company, leaving the target as the surviving corporation.

This is the most popular corporate combination structure. Because the target company survives the merger intact, its existing commercial contracts, software licenses, patents, and employment agreements remain legally undisturbed. This eliminates the massive friction of renegotiating thousands of operational vendor contracts post-closing.

Common Examples

• We utilized a reverse triangular merger to acquire the data technology firm, successfully preserving their proprietary enterprise software licenses.
• In a reverse triangular merger, the buyer’s shell subsidiary disappears, and the target company becomes a wholly-owned subsidiary of the parent acquirer.