An investment banker is advising on a deal where the acquirer wants to preserve the target's existing contracts and government permits, while also limiting successor liability. Which merger structure would the banker most likely recommend?
- ADirect statutory merger
- BForward triangular merger
- CReverse triangular merger✓ Correct answer
- DAsset purchase
Why C — Reverse triangular merger
A reverse triangular merger preserves the target as a surviving entity, which means existing contracts, permits, and licenses generally remain intact without requiring third-party consents for assignment. Unlike a direct merger where the target ceases to exist, or an asset purchase which requires individual transfer of each asset, the reverse triangular structure maintains the target's legal identity. This structure also provides some liability protection because the target becomes a subsidiary rather than being absorbed directly.
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