You are CEO of GloboTechnoCorproCon, a multinational conglomerate making everything from spy satellites to baby laxatives. You want to buy Slope Dancer, a startup that makes Google glass-like ski goggles. Your lawyers suggest the acquisition should be completed using a forward triangular merger.
This process involves buying Slope Dancer through a subsidiary and not buying it directly using the GloboTechnoCorproCon corporate entity. So you set up a shell company, Slope Purchase LLC, to make the transaction. Technically, Slope Purchase will buy Slope Dancer and become its parent company. Meanwhile, GloboTechnoCorproCon will be a the parent of Slope Purchase.
This indirect approach gives the bigger company some distance from the acquired company’s liabilities. Two years ago, some guy broke his leg after tripping over a mogol while skiing. At the time he fell, he was watching Game of Thrones on his Slope Dancer goggles. So...he sues Slope Dancer.
It will be hard for any judgment to touch GloboTechnoCorproCon because of the triangular merger. Meanwhile, the triangular merger setup can offer some tax benefits as well, depending on the situation.
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Finance: What's the difference between m...23 Views
Finance allah shmoop what's the difference between mergers and acquisitions
all right people listen up Merger that's what's about to
happen here it's a merger acquisition that's what's about to
happen here Corporate america is kind of same thing when
two companies merge while they generally you know attracted to
each other hopefully respect each other they share stock or
combined the stocks of each side and you know combine
efforts and then and then cuddle afterwards if they're successful
at the merger than the combination of two roughly equals
yields more than the one plus one combo that made
them so two companies get together on generally equal ish
footing In that case acquisitions are a combining more like
that eating thing on much different footing The large company
eats or buys the target either using its more highly
valued stock currency or it's taft to do so Well
why would a company acquire another Well the target might
have one hundred employees ninety of whom can be fired
with massive expense savings after the acquisition For the acquirer
such that economically the acquisition won't just makes a whole
lot of financial sense acquisitions happen for market power reasons
As well like imagine the negotiating leverage that amazon would
have if it bought the next five biggest online retailers
Or maybe it'll just kill them Probably not legal for
them to buy him anyway given the monopoly like dominance
of amazon these days But wow that would be a
powerful set of acquisitions And that would be a good
reason for ems on to acquire a whole bunch Things
and bezos would grow even more powerful maybe too powerful
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