Merger structures
Legal merger forms differ in which entities combine and which survives. In common U.S. corporate terminology, a direct merger combines the target into the acquirer; triangular structures use an acquisition subsidiary, with either the subsidiary or target surviving.
Related variants M&A, Mergers and acquisitions
Merger structures in practice
Hypothetical U.S. corporate structures: in a direct merger, the target merges into the acquirer. In a forward triangular merger, the target merges into the acquirer’s subsidiary, which survives. In a reverse triangular merger, that subsidiary merges into the target, which survives under the acquirer. Specific statutory mechanics depend on the jurisdiction.
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| Form | Merger direction | Surviving entity |
|---|---|---|
| Direct | Target → acquirer | Acquirer |
| Forward triangular | Target → acquisition subsidiary | Acquisition subsidiary under parent |
| Reverse triangular | Acquisition subsidiary → target | Target under parent |
Terms Related to Merger structures
Due diligence · Purchase price allocation · Earn-out · All of the glossary