X Corporation has a value of $200,000,000 and has a capital structure comprised of 200,000,000 issued and outstanding shares of common voting stock, so that the common voting stock immediately before the merger is worth $1 per share. Y Corporation has 8,000,000 issued and outstanding shares of common voting stock, all owned by its founder, and 2,000,000 shares of Series A convertible preferred stock, convertible into 4,000,000 shares of common voting stock, all of the latter of which is owned by an investor. How can you structure a Forward Triangular merger to satisfy cash consideration to the investor and as a two-step process, namely, as the first step to implement a reverse triangular merger of the Y Corporation into a newly formed transitory subsidiary of the X Corporation, and the second step, immediately thereafter, as part of a single integrated plan, merge the newly acquired Y corporation, which has become a wholly-owned subsidiary of X Corporation, with an into a second newly formed subsidiary of the X Corporation in a Type A merger, as the surviving corporation?

Answer rating: 100% (QA)

Heres how to structure a Forward Triangular merger to satisfy the given conditions Step 1 Reverse Triangular Merger X Corporation Forms a whollyowned ... View the full answer