El-Aref Int’l Law Office successfully structured a triangular merger for its Client

Mr. Aref El-Aref's Mergers, Acquisitions and Divestitures Legal Blogs

Attorney in Beirut, Lebanon

Mr. Aref El-Aref

Credit cards accepted, Fixed hourly rates, Fixed fees available

Attorney in Beirut , Lebanon

  • Attorney in Beirut , Lebanon

  • Credit cards accepted, Fixed hourly rates, Fixed fees available

Managing Partner at firm El-Aref International Law Office

Attorney in Beirut , Lebanon

Credit cards accepted, Fixed hourly rates, Fixed fees available

El-Aref Intl Law Office successfully advised and provided
structuring for a triangular merger on behalf of its client, in this triangular
merger, the acquiring corporation would acquire control of the target
corporation, forms a new subsidiary into which the target corporation is
merged. The stockholders of the acquiring corporation do not have the right to
vote on the merger, only Board of Directors are entitled to vote.

The outstanding shares of stock of the target are converted into shares of
stock of the subsidiary all of which would be owned by the acquiring
corporation. The shares of stock of the subsidiary are converted into
securities of the acquiring corporation, Merge Operating into Holdings (subsidiary),
all other shares become shares of holdings (conversion). Pursuant to this
Merger Agreement, a direct wholly owned subsidiary of Holdings, will merge with
and into the Parent Borrower, the Merger Consideration being paid, and the
Parent Borrower surviving as a wholly-owned subsidiary of Holdings. The
advantage of this triangular merger in comparison to the traditional structure
is that it can use any consideration specifically nonvoting stock desired
without losing the tax advantage, and the surviving corporation obtains 100 %
control of acquired corporation, there is no problem with minority interest.

This is the first triangular Merger in Lebanon and is a significant mandate for
the firm. It also further demonstrates the firm’s existing regional Mergers,
Acquisitions capability, and growing expertise.

Aref Intl Law Office successfully advised and provided structuring for a
triangular merger on behalf of its client, in this triangular merger,
the acquiring corporation would acquire control of the target corporation, forms a new subsidiary into which the target corporation is merged.

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