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Reverse Triangular Merger Agreement

Reverse Triangular Merger Agreement Template for England and Wales

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Key Requirements PROMPT example:

Reverse Triangular Merger Agreement

"I need a Reverse Triangular Merger Agreement for the acquisition of a UK-based healthcare technology company valued at £50M, with specific provisions for protecting key software licenses and maintaining existing NHS contracts, targeting completion by March 2025."

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Document background
The Reverse Triangular Merger Agreement is a sophisticated M&A document used when a company wishes to acquire another while maintaining the target's corporate existence and contractual relationships. Under English and Welsh law, this structure is particularly useful when the target holds valuable permits, licenses, or contracts that might be disrupted by a direct merger. The agreement details the entire transaction structure, including share exchange ratios, conditions precedent, representations and warranties, and post-merger integration provisions. It's commonly used in cross-border transactions and situations where maintaining the target's corporate identity is crucial for business continuity.
Suggested Sections

1. Parties: Identifies all parties involved in the merger (Parent, Subsidiary, Target)

2. Background: Sets out the context and purpose of the merger

3. Definitions: Defines key terms used throughout the agreement

4. The Merger: Details of how the merger will be implemented

5. Consideration: Details of payment/share exchange terms

6. Conditions Precedent: Conditions that must be met before completion

7. Representations and Warranties: Statements of fact and assurances from all parties

8. Completion Mechanics: Process and timeline for completing the merger

Optional Sections

1. Employee Matters: Terms relating to employees and TUPE transfers - use when target company has employees

2. Tax Matters: Specific tax arrangements and indemnities - use when specific tax structuring is required

3. Regulatory Compliance: Additional regulatory requirements - use when dealing with regulated industries

Suggested Schedules

1. Schedule 1: Target Company Details: Complete corporate information about the target company

2. Schedule 2: Warranties: Detailed warranties given by parties

3. Schedule 3: Properties: Details of all property owned/leased by target

4. Schedule 4: Intellectual Property: Details of all IP owned by target

5. Schedule 5: Material Contracts: List and details of key contracts

6. Appendix 1: Completion Documents: List of documents required at completion

7. Appendix 2: Board Resolutions: Form of board resolutions required

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company mergers, including Parts 26 and 27 on mergers and arrangements, Sections 895-901 on schemes of arrangement, and Sections 171-177 on directors' duties

Financial Services and Markets Act 2000: Regulates financial services firms and markets, including provisions for regulated entities, financial promotions, and market abuse prevention

Enterprise Act 2002: Contains merger control provisions and competition considerations for business combinations

EU Retained Law: Post-Brexit retained EU regulations relevant to mergers and cross-border considerations

UK Takeover Code: Rules and regulations governing takeovers of public companies, administered by the Panel on Takeovers and Mergers

Competition Law Framework: UK Competition and Markets Authority (CMA) requirements, including merger control thresholds and filing requirements

City Code on Takeovers and Mergers: Specific regulations for takeovers involving listed companies in the UK

Stock Exchange Rules: London Stock Exchange listing rules and disclosure requirements for listed companies

TUPE Regulations 2006: Transfer of Undertakings (Protection of Employment) Regulations governing employee rights during business transfers

UK Data Protection Framework: UK GDPR and Data Protection Act 2018 requirements for handling personal data during mergers

Tax Legislation: Corporation Tax, Stamp Duty, and VAT implications for merger transactions

Industry-Specific Regulations: Sector-specific rules and requirements depending on the industry (e.g., financial services, healthcare)

National Security and Investment Act 2021: Regulations governing foreign investment and national security considerations in UK business combinations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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