해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

―One Step‖ Transaction Structure
to Get to 100% Ownership
continued
Statutory Merger Structure
‒ Long-form forward merger: Seller merges directly with Buyer
▶ Unlikely to be practical from tax and other perspectives
‒ Forward triangular: Seller merges with and into Buyer’s newly formed
merger subsidiary, and merger subsidiary survives as a wholly-owned
subsidiary of Buyer
▶ May be problematic from a third-party consent perspective
▶ Up to 60% cash allowed for cash/stock deals to achieve tax-free treatment for
stock component
‒ Reverse triangular: Buyer’s newly-formed merger subsidiary merges with
and into Seller and Seller survives as a wholly-owned subsidiary of Buyer
▶ Because Seller survives the merger, reduces need to obtain most contractual
consents
▶ Up to 20% cash allowed for cash/stock deals to achieve tax-free treatment for
stock component
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