Smoothing Out Your Back-End Merger

Law360, New York (August 15, 2011, 1:29 PM ET) -- Tender offers are commonly referred to as “two-step” transactions, as a successful tender offer satisfying the minimum condition (i.e., the first step) is followed by a “back-end” merger which squeezes out the inevitable remaining target shareholders. Ideally, the buyer will reach 90-percent ownership following the tender (or the equivalent threshold in jurisdictions other than Delaware) and will be able to complete the second-step as a “short-form” merger immediately following the closing of the tender offer without the requirement to seek target shareholder approval.

However, if the...
To view the full article, take a free trial now.
Try Law360 for free for seven days
Already a subscriber? Click here to login

Already have access?

  1. Forgot your password?
  2. Sign In

Get instant access to the one-stop news source for business lawyers

Required