Class 3 - slides1 - Class 3 Acquisition Structures in...

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[NYCorp: 2568627.7] 1 Class 3 Acquisition Structures in Private Company Deals, Introduction to Letters of Intent
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[NYCorp: 2568627.7] 2 Acquisition Structures Stock purchase Asset purchase Merger Reverse merger Forward merger Triangular merger
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[NYCorp: 2568627.7] 3 Reverse Triangular Parent Merger Sub Target 100% Before: Parent Target 100% After:
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[NYCorp: 2568627.7] 4 Forward Triangular Parent Merger Sub Target 100% Before: Parent Merger Sub 100% After:
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[NYCorp: 2568627.7] 5 Short-form Parent Merger Sub 100% Before: Target 90% After: Parent Target 100%
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[NYCorp: 2568627.7] 6 Selecting Forms of Acquisition Structure Objectives of the Buyer 100% or something less? One way to “split ownership” Tax issues Liabilities of the Target Avoiding assumption of liabilities Protecting pre-acquisition assets (using subsidiaries as limited liability barriers) Interaction with indemnification provisions Successor/transferee liability Defining the acquired assets / excluding certain assets Another way to “split ownership”
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[NYCorp: 2568627.7]
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This note was uploaded on 11/28/2009 for the course LAW 7591 at Cornell University (Engineering School).

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Class 3 - slides1 - Class 3 Acquisition Structures in...

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