Agreement and Plan of Merger (Public Target, One Step, Stock for Stock) (Pro-Buyer) (DE)
Summary
This template is an Agreement and Plan of Merger (Stock for Stock) (Pro-Buyer) (DE) for use in a reverse triangular merger between a public company target and a public company buyer in which all or some of the consideration will be common stock of the acquirer. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. A public merger transaction involves the combination of two business entities and, like private mergers, is typically structured as (1) a direct merger, in which the target merges with and into the acquiring party, (2) a forward triangular merger, in which the target merges with and into a newly formed subsidiary of the acquiring party, or (3) a reverse triangular merger, in which a newly formed subsidiary of the acquiring party merges with and into the target. The merger itself is governed by applicable state law and typically involves the filing of a certificate of merger with the relevant secretary of state (or equivalent). In ...